CONSULT WITH
LEGAL COUNSEL, INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER EXPERTS SELECTED BY IT
WITH RESPECT TO ALL MATTERS PERTAINING TO THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS AND ITS DUTIES HEREUNDER AND THEREUNDER 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.
THE LENDERS HEREBY
ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT SHALL NOT BE UNDER ANY DUTY TO TAKE
ANY DISCRETIONARY ACTION PERMITTED TO BE TAKEN BY IT PURSUANT TO THE PROVISIONS
OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT UNLESS IT SHALL BE REQUESTED IN
WRITING TO DO SO BY THE REQUIRED LENDERS (OR, WHERE A HIGHER PERCENTAGE OF THE
LENDERS IS EXPRESSLY REQUIRED HEREUNDER, SUCH LENDERS).
10.3
EXCULPATORY PROVISIONS.
NEITHER THE
ADMINISTRATIVE AGENT NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS-IN-FACT OR AFFILIATES SHALL BE (I) LIABLE FOR ANY ACTION TAKEN OR
OMITTED TO BE TAKEN BY IT OR SUCH PERSON UNDER OR IN CONNECTION WITH THE CREDIT
DOCUMENTS, EXCEPT FOR ITS OR SUCH PERSON'S OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, (II) RESPONSIBLE IN ANY MANNER TO ANY LENDER OR ANY OTHER PERSON FOR
ANY RECITALS, STATEMENTS, INFORMATION,
108
REPRESENTATIONS OR WARRANTIES HEREIN OR IN ANY OTHER CREDIT DOCUMENT OR IN ANY
DOCUMENT, INSTRUMENT, CERTIFICATE, REPORT OR OTHER WRITING DELIVERED IN
CONNECTION HEREWITH OR THEREWITH, FOR THE EXECUTION, EFFECTIVENESS, GENUINENESS,
VALIDITY, ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT, OR FOR THE FINANCIAL CONDITION OF THE COMPANY, ANY OTHER CREDIT PARTY
OR ANY OTHER PERSON, OR (III) REQUIRED TO ASCERTAIN OR MAKE ANY INQUIRY
CONCERNING THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS, PROVISIONS OR
CONDITIONS OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE EXISTENCE OR
POSSIBLE EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT, OR TO INSPECT THE
PROPERTIES, BOOKS OR RECORDS OF THE COMPANY OR ANY OTHER CREDIT PARTY.
10.4
RELIANCE BY ADMINISTRATIVE AGENT.
THE
ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED IN
RELYING, UPON ANY NOTICE, STATEMENT, CONSENT OR OTHER COMMUNICATION (INCLUDING,
WITHOUT LIMITATION, ANY THEREOF BY TELEPHONE, TELECOPY, TELEX, TELEGRAM OR
CABLE) BELIEVED BY IT IN GOOD FAITH TO BE GENUINE AND CORRECT AND TO HAVE BEEN
SIGNED, SENT OR MADE BY THE PROPER PERSON OR PERSONS.
THE ADMINISTRATIVE AGENT
MAY DEEM AND TREAT EACH LENDER AS THE OWNER OF ITS INTEREST HEREUNDER FOR ALL
PURPOSES HEREOF UNLESS AND UNTIL A WRITTEN NOTICE OF THE ASSIGNMENT, NEGOTIATION
OR TRANSFER THEREOF SHALL HAVE BEEN GIVEN TO THE ADMINISTRATIVE AGENT IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.
THE ADMINISTRATIVE AGENT
SHALL BE ENTITLED TO REFRAIN FROM TAKING OR OMITTING TO TAKE ANY ACTION IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT (I) IF SUCH ACTION
OR OMISSION WOULD, IN THE REASONABLE OPINION OF THE ADMINISTRATIVE AGENT,
VIOLATE ANY APPLICABLE LAW OR ANY PROVISION OF THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT OR (II) UNLESS AND UNTIL IT SHALL HAVE RECEIVED