AND IN THE OTHER LOAN DOCUMENTS, HAVE ANY DUTY TO DISCLOSE, AND SHALL NOT
BE LIABLE FOR THE FAILURE TO DISCLOSE, ANY INFORMATION RELATING TO ANY OF THE
BORROWERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT IS COMMUNICATED TO OR
OBTAINED BY THE PERSON SERVING AS THE ADMINISTRATIVE AGENT OR ANY OF ITS
AFFILIATES IN ANY CAPACITY.
(B)
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 REQUIRED 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 10.01 AND
8.02) 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 NOTICE DESCRIBING SUCH DEFAULT IS GIVEN TO THE ADMINISTRATIVE
AGENT BY THE COMPANY OR A LENDER.
(C)
THE ADMINISTRATIVE AGENT 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 THEREUNDER 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 THEREIN OR THE
OCCURRENCE OF ANY DEFAULT, (IV) THE VALIDITY, ENFORCEABILITY, EFFECTIVENESS OR
GENUINENESS OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT,
INSTRUMENT OR DOCUMENT OR (V) THE SATISFACTION OF ANY CONDITION SET FORTH IN
ARTICLE IV OR ELSEWHERE HEREIN, OTHER THAN TO CONFIRM RECEIPT OF ITEMS EXPRESSLY
REQUIRED TO BE DELIVERED TO THE ADMINISTRATIVE AGENT.
9.04
RELIANCE BY ADMINISTRATIVE AGENT.
THE
ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RELY UPON, AND SHALL NOT INCUR ANY
LIABILITY FOR RELYING UPON, ANY NOTICE, REQUEST, CERTIFICATE,
74
CONSENT, STATEMENT, INSTRUMENT, DOCUMENT OR OTHER WRITING (INCLUDING ANY
ELECTRONIC MESSAGE, INTERNET OR INTRANET WEBSITE POSTING OR OTHER DISTRIBUTION)
BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN SIGNED, SENT OR OTHERWISE
AUTHENTICATED BY THE PROPER PERSON.
THE ADMINISTRATIVE AGENT ALSO MAY RELY UPON
ANY STATEMENT MADE TO IT ORALLY OR BY TELEPHONE AND BELIEVED BY IT TO HAVE BEEN
MADE BY THE PROPER PERSON, AND SHALL NOT INCUR ANY LIABILITY FOR RELYING
THEREON.
IN DETERMINING COMPLIANCE WITH ANY CONDITION HEREUNDER TO THE MAKING
OF A LOAN, THE ADMINISTRATIVE AGENT MAY PRESUME THAT SUCH CONDITION IS
SATISFACTORY TO SUCH LENDER UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
NOTICE TO THE CONTRARY FROM SUCH LENDER PRIOR TO THE MAKING OF SUCH LOAN.
THE
ADMINISTRATIVE AGENT MAY CONSULT WITH LEGAL COUNSEL (WHO MAY BE COUNSEL FOR THE
COMPANY), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY IT, AND SHALL
NOT BE LIABLE FOR ANY ACTION TAKEN OR NOT TAKEN BY IT IN ACCORDANCE WITH THE
ADVICE OF ANY SUCH COUNSEL,