EXPRESSLY PROVIDED FOR
HEREIN OR IN THE OTHER LOAN DOCUMENTS); PROVIDED, HOWEVER, THAT THE
ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO TAKE ANY ACTION THAT, IN ITS
OPINION OR THE OPINION OF ITS COUNSEL, MAY EXPOSE THE ADMINISTRATIVE AGENT TO
LIABILITY OR THAT IS CONTRARY TO ANY LOAN DOCUMENT OR APPLICABLE LAW; AND
(III) SHALL NOT, EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE OTHER LOAN
DOCUMENTS, HAVE ANY DUTY TO DISCLOSE, AND THE ADMINISTRATIVE AGENT SHALL NOT BE
LIABLE FOR THE FAILURE TO DISCLOSE, ANY INFORMATION RELATING TO THE LOAN PARTIES
OR ANY OF THEIR 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 TO ANY CREDIT PARTY 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 SECTION 8.03 AND
SECTION 10.01); OR (II) IN THE ABSENCE OF ITS OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT AS DETERMINED BY A FINAL AND NON-APPEALABLE JUDGMENT OF A COURT OF
COMPETENT JURISDICTION.
(C)
THE ADMINISTRATIVE AGENT SHALL NOT BE DEEMED TO HAVE KNOWLEDGE OF ANY
DEFAULT UNLESS AND UNTIL NOTICE DESCRIBING SUCH DEFAULT IS GIVEN TO THE
ADMINISTRATIVE AGENT BY THE LOAN PARTIES OR A LENDER.
IN THE EVENT THAT THE
ADMINISTRATIVE AGENT OBTAINS SUCH ACTUAL KNOWLEDGE OR RECEIVES SUCH A NOTICE,
THE ADMINISTRATIVE AGENT SHALL GIVE PROMPT NOTICE THEREOF TO EACH OF THE OTHER
LENDERS.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE ADMINISTRATIVE AGENT
SHALL TAKE SUCH ACTION WITH RESPECT TO SUCH DEFAULT OR EVENT OF DEFAULT AS SHALL
BE REASONABLY DIRECTED BY THE REQUIRED LENDERS.
UNLESS AND UNTIL THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DIRECTION, THE ADMINISTRATIVE
AGENT MAY (BUT SHALL NOT BE OBLIGATED TO) TAKE SUCH ACTION, OR REFRAIN FROM
TAKING SUCH ACTION, WITH RESPECT TO ANY SUCH DEFAULT OR EVENT OF DEFAULT AS IT
SHALL DEEM ADVISABLE IN THE BEST INTERESTS OF THE CREDIT PARTIES.
IN NO EVENT
SHALL THE ADMINISTRATIVE AGENT BE REQUIRED TO COMPLY WITH ANY SUCH DIRECTIONS TO
THE EXTENT THAT THE ADMINISTRATIVE AGENT BELIEVES THAT ITS COMPLIANCE WITH SUCH
DIRECTIONS WOULD BE UNLAWFUL.
(D)
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
65
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