TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF
AND TO EXERCISE SUCH POWERS AND DISCRETION UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS AS ARE DELEGATED TO SUCH AGENT BY THE TERMS HEREOF AND THEREOF,
TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE REASONABLY INCIDENTAL THERETO.
AS TO ANY MATTERS NOT EXPRESSLY PROVIDED FOR BY THE LOAN DOCUMENTS (INCLUDING,
WITHOUT LIMITATION, ENFORCEMENT OR COLLECTION OF THE NOTES), NO AGENT SHALL BE
REQUIRED TO EXERCISE ANY DISCRETION OR TAKE ANY ACTION, BUT SHALL BE REQUIRED TO
ACT OR TO REFRAIN FROM ACTING (AND SHALL BE FULLY PROTECTED IN SO ACTING OR
REFRAINING FROM ACTING) UPON THE INSTRUCTIONS OF THE REQUIRED LENDERS (OR, IF
REQUIRED HEREBY, ALL LENDERS), AND SUCH INSTRUCTIONS SHALL BE BINDING UPON ALL
LENDERS AND ALL HOLDERS OF NOTES; PROVIDED, HOWEVER, THAT NO AGENT SHALL BE
REQUIRED TO TAKE ANY ACTION THAT EXPOSES SUCH AGENT TO PERSONAL LIABILITY OR
THAT IS CONTRARY TO THIS AGREEMENT OR APPLICABLE LAW.
EACH AGENT AGREES TO GIVE
TO EACH LENDER PROMPT NOTICE OF EACH NOTICE GIVEN TO IT BY THE BORROWER PURSUANT
TO THE TERMS OF THIS AGREEMENT.
9.02
AGENT'S RELIANCE, ETC.
NEITHER ANY AGENT NOR ANY OF THEIR
RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY
ACTION TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM UNDER OR IN CONNECTION WITH
THE LOAN DOCUMENTS, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, EACH AGENT:
(A) MAY TREAT THE PAYEE OF ANY NOTE AS THE HOLDER THEREOF UNTIL, IN THE CASE OF
THE ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT RECEIVES AND ACCEPTS AN
ASSIGNMENT AND ASSUMPTION ENTERED INTO BY THE LENDER THAT IS THE PAYEE OF SUCH
NOTE, AS ASSIGNOR, AND AN ELIGIBLE ASSIGNEE, AS ASSIGNEE, OR, IN THE CASE OF THE
COLLATERAL AGENT, SUCH AGENT HAS RECEIVED NOTICE FROM THE ADMINISTRATIVE AGENT
THAT IT HAS RECEIVED AND ACCEPTED SUCH ASSIGNMENT AND ASSUMPTION, IN EACH CASE
AS PROVIDED IN SECTION 10.06; (B) MAY CONSULT WITH LEGAL COUNSEL (INCLUDING
COUNSEL FOR ANY LOAN PARTY), INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER EXPERTS
SELECTED BY IT AND SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE
TAKEN IN GOOD FAITH BY IT IN ACCORDANCE WITH THE ADVICE OF SUCH COUNSEL,
ACCOUNTANTS OR EXPERTS; (C) MAKES NO WARRANTY OR REPRESENTATION TO ANY LENDER
AND SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR ANY STATEMENTS, WARRANTIES OR
REPRESENTATIONS (WHETHER WRITTEN OR ORAL) MADE IN OR IN CONNECTION WITH THE LOAN
DOCUMENTS; (D) SHALL NOT HAVE ANY DUTY
100
TO ASCERTAIN OR TO INQUIRE AS TO THE PERFORMANCE, OBSERVANCE OR SATISFACTION OF
ANY OF THE TERMS, COVENANTS OR CONDITIONS OF ANY LOAN DOCUMENT ON THE PART OF
ANY LOAN PARTY OR THE EXISTENCE AT ANY TIME OF ANY DEFAULT UNDER THE LOAN
DOCUMENTS OR TO INSPECT THE PROPERTY (INCLUDING THE BOOKS AND RECORDS) OF ANY
LOAN PARTY; (E) SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR THE DUE EXECUTION,
LEGALITY, VALIDITY,