DUTY TO
DISCLOSE, AND SHALL NOT BE LIABLE FOR THE FAILURE TO DISCLOSE, ANY INFORMATION
RELATING TO THE BORROWER OR ANY OF ITS SUBSIDIARIES THAT IS COMMUNICATED TO OR
OBTAINED BY THE BANK SERVING AS ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES IN
ANY CAPACITY.
THE ADMINISTRATIVE AGENT SHALL NOT BE LIABLE FOR ANY ACTION TAKEN
OR NOT TAKEN BY IT (I) WITH THE CONSENT OR AT THE REQUEST OF THE MAJORITY
LENDERS (OR SUCH OTHER NUMBER OR PERCENTAGE OF THE LENDERS AS SHALL BE
NECESSARY, OR AS THE ADMINISTRATIVE AGENT SHALL BELIEVE IN GOOD FAITH SHALL BE
NECESSARY, UNDER THE CIRCUMSTANCES AS PROVIDED IN SECTIONS 10.02 AND 12.02) OR
(II) IN THE ABSENCE OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THE
ADMINISTRATIVE AGENT SHALL BE DEEMED NOT TO HAVE KNOWLEDGE OF ANY DEFAULT UNLESS
AND UNTIL WRITTEN NOTICE THEREOF IS GIVEN TO THE ADMINISTRATIVE AGENT BY THE
BORROWER OR A LENDER, AND SHALL NOT BE RESPONSIBLE FOR OR HAVE ANY DUTY TO
ASCERTAIN OR INQUIRE INTO (I) ANY STATEMENT, WARRANTY OR REPRESENTATION MADE IN
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (II) THE
CONTENTS OF ANY CERTIFICATE, REPORT OR OTHER DOCUMENT DELIVERED HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT OR IN CONNECTION HEREWITH OR THEREWITH, (III) THE
PERFORMANCE OR OBSERVANCE OF ANY OF THE COVENANTS, AGREEMENTS OR OTHER TERMS OR
CONDITIONS SET FORTH HEREIN OR IN ANY OTHER LOAN DOCUMENT, (IV) THE VALIDITY,
ENFORCEABILITY, EFFECTIVENESS OR GENUINENESS OF THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR ANY OTHER AGREEMENT, INSTRUMENT OR DOCUMENT, (V) THE SATISFACTION OF
ANY CONDITION SET FORTH IN ARTICLE VI OR ELSEWHERE HEREIN, OTHER THAN TO CONFIRM
RECEIPT OF ITEMS EXPRESSLY REQUIRED TO BE DELIVERED TO THE ADMINISTRATIVE AGENT
OR AS TO THOSE CONDITIONS PRECEDENT EXPRESSLY REQUIRED TO BE TO THE
ADMINISTRATIVE AGENT'S SATISFACTION, (VI) THE EXISTENCE, VALUE, PERFECTION OR
PRIORITY OF ANY COLLATERAL SECURITY OR THE FINANCIAL OR OTHER CONDITION OF THE
BORROWER AND ITS SUBSIDIARIES OR ANY OTHER OBLIGOR OR GUARANTOR, OR (VII) ANY
FAILURE BY THE BORROWER OR ANY OTHER PERSON (OTHER THAN ITSELF) TO PERFORM ANY
OF ITS OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR THE PERFORMANCE
OR OBSERVANCE OF ANY COVENANTS, AGREEMENTS OR OTHER TERMS OR CONDITIONS SET
FORTH HEREIN OR THEREIN.
FOR PURPOSES OF DETERMINING COMPLIANCE WITH THE
CONDITIONS SPECIFIED IN ARTICLE VI, EACH LENDER SHALL BE DEEMED TO HAVE
CONSENTED TO, APPROVED OR ACCEPTED OR TO BE SATISFIED WITH, EACH DOCUMENT OR
OTHER MATTER REQUIRED THEREUNDER TO BE CONSENTED TO OR APPROVED BY OR ACCEPTABLE
OR SATISFACTORY TO A LENDER UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
WRITTEN NOTICE FROM SUCH LENDER PRIOR TO THE PROPOSED CLOSING DATE SPECIFYING
ITS OBJECTION THERETO.
SECTION 11.03.
ACTION BY ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT
SHALL HAVE NO DUTY TO TAKE ANY DISCRETIONARY ACTION OR EXERCISE ANY
DISCRETIONARY POWERS, EXCEPT DISCRETIONARY
83
rights and powers expressly contemplated hereby or by the other Loan Documents
that the Administrative Agent is required to exercise in writing as directed