(IV) THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS, PROVISIONS OR CONDITIONS
OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (V) THE SATISFACTION OF ANY OF THE
CONDITIONS PRECEDENT SET FORTH IN SECTION 5, OR (VI) THE EXISTENCE OR POSSIBLE
EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT.
NEITHER THE ADMINISTRATIVE AGENT
NOR ANY OTHER REPRESENTATIVE SHALL BE UNDER ANY OBLIGATION TO ANY LENDER TO
ASCERTAIN OR TO INQUIRE AS TO THE OBSERVANCE OR PERFORMANCE OF ANY OF THE
AGREEMENTS CONTAINED IN, OR CONDITIONS OF, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR TO INSPECT THE PROPERTIES, BOOKS OR RECORDS OF THE BORROWER OR ANY
OTHER LOAN PARTY.
EACH LENDER AGREES THAT, EXCEPT FOR NOTICES, REPORTS AND
OTHER DOCUMENTS EXPRESSLY REQUIRED TO BE FURNISHED TO THE LENDERS BY THE
ADMINISTRATIVE AGENT HEREUNDER OR GIVEN TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF OR WITH COPIES FOR THE LENDERS, THE ADMINISTRATIVE AGENT AND THE
OTHER REPRESENTATIVES SHALL NOT HAVE ANY DUTY OR RESPONSIBILITY TO PROVIDE ANY
LENDER WITH ANY CREDIT OR OTHER INFORMATION CONCERNING THE BUSINESS, OPERATIONS,
PROPERTY, CONDITION (FINANCIAL OR OTHERWISE), PROSPECTS OR CREDITWORTHINESS OF
THE BORROWER OR ANY OTHER LOAN PARTY WHICH MAY COME INTO THE POSSESSION OF THE
ADMINISTRATIVE AGENT AND THE OTHER REPRESENTATIVES OR ANY OF THEIR OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES.
9.4
RELIANCE BY THE ADMINISTRATIVE AGENT.
THE
ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED
(AND SHALL HAVE NO LIABILITY TO ANY PERSON) IN RELYING, UPON ANY WRITING,
RESOLUTION, NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER, TELECOPY, TELEX OR
128
TELETYPE MESSAGE, STATEMENT, ORDER OR OTHER DOCUMENT OR CONVERSATION BELIEVED BY
IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED, SENT OR MADE BY THE PROPER
PERSON OR PERSONS AND UPON ADVICE AND STATEMENTS OF LEGAL COUNSEL (INCLUDING
COUNSEL TO THE BORROWER), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY
THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY DEEM AND TREAT THE PAYEE
OF ANY TERM LOAN NOTE AS THE OWNER THEREOF FOR ALL PURPOSES UNLESS SUCH TERM
LOAN NOTE SHALL HAVE BEEN TRANSFERRED IN ACCORDANCE WITH SUBSECTION 10.6 AND ALL
ACTIONS REQUIRED BY SUCH SUBSECTION IN CONNECTION WITH SUCH TRANSFER SHALL HAVE
BEEN TAKEN.
ANY REQUEST, AUTHORITY OR CONSENT OF ANY PERSON OR ENTITY WHO, AT
THE TIME OF MAKING SUCH REQUEST OR GIVING SUCH AUTHORITY OR CONSENT, IS THE
HOLDER OF ANY TERM LOAN NOTE SHALL BE CONCLUSIVE AND BINDING ON ANY SUBSEQUENT
HOLDER, TRANSFEREE, ASSIGNEE OR ENDORSEE, AS THE CASE MAY BE, OF SUCH TERM LOAN
NOTE OR OF ANY TERM LOAN NOTE OR TERM LOAN NOTES ISSUED IN EXCHANGE THEREFOR.
THE ADMINISTRATIVE AGENT SHALL BE FULLY JUSTIFIED AS BETWEEN ITSELF AND THE
LENDERS IN FAILING OR REFUSING TO TAKE ANY ACTION UNDER THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT UNLESS IT SHALL FIRST RECEIVE SUCH ADVICE OR CONCURRENCE OF
THE REQUIRED LENDERS AND/OR SUCH OTHER REQUISITE PERCENTAGE OF THE LENDERS AS IS
REQUIRED PURSUANT TO SUBSECTION 10.1(A) AS IT DEEMS APPROPRIATE OR IT SHALL
FIRST