AGREEMENT OR ANY DOCUMENT FURNISHED HEREUNDER OR
THEREUNDER.
THE AGENTS SHALL NOT BE REQUIRED TO KEEP THEMSELVES INFORMED AS TO
THE PERFORMANCE OR OBSERVANCE BY THE BORROWER OR ANY OF ITS SUBSIDIARIES OF THIS
AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER DOCUMENT REFERRED TO OR PROVIDED FOR
HEREIN OR TO INSPECT THE PROPERTIES OR BOOKS OF THE BORROWER OR ITS
SUBSIDIARIES.
EXCEPT FOR NOTICES, REPORTS AND OTHER DOCUMENTS AND INFORMATION
EXPRESSLY REQUIRED TO BE FURNISHED TO THE LENDERS BY THE ADMINISTRATIVE AGENT
HEREUNDER, NO AGENT OR THE ARRANGER SHALL HAVE ANY DUTY OR RESPONSIBILITY TO
PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION CONCERNING THE AFFAIRS,
FINANCIAL CONDITION OR BUSINESS OF THE BORROWER (OR ANY OF ITS AFFILIATES) WHICH
MAY COME INTO THE POSSESSION OF SUCH AGENT OR ANY OF ITS AFFILIATES.
IN THIS
REGARD, EACH LENDER ACKNOWLEDGES THAT WINSTEAD PC IS ACTING IN THIS TRANSACTION
AS SPECIAL COUNSEL TO THE ADMINISTRATIVE AGENT ONLY, EXCEPT TO THE EXTENT
OTHERWISE EXPRESSLY STATED IN ANY LEGAL OPINION OR ANY LOAN DOCUMENT.
EACH
OTHER PARTY HERETO WILL CONSULT WITH ITS OWN LEGAL COUNSEL TO THE EXTENT THAT IT
DEEMS NECESSARY IN CONNECTION WITH THE LOAN DOCUMENTS AND THE MATTERS
CONTEMPLATED THEREIN.
(B)
THE LENDERS ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT AND THE
ARRANGER ARE ACTING SOLELY IN ADMINISTRATIVE CAPACITIES WITH RESPECT TO THE
STRUCTURING AND SYNDICATION OF THIS FACILITY AND HAVE NO DUTIES,
RESPONSIBILITIES OR LIABILITIES UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS OTHER THAN THEIR ADMINISTRATIVE DUTIES, RESPONSIBILITIES AND
LIABILITIES SPECIFICALLY AS SET FORTH IN THE LOAN DOCUMENTS AND IN THEIR
CAPACITY AS LENDERS HEREUNDER.
IN STRUCTURING, ARRANGING OR SYNDICATING THIS
FACILITY, EACH LENDER ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT AND/OR ARRANGER
MAY BE AN AGENT OR LENDER UNDER THESE NOTES, OTHER LOANS OR OTHER SECURITIES AND
WAIVES ANY EXISTING OR FUTURE CONFLICTS OF INTEREST ASSOCIATED WITH THE THEIR
ROLE IN SUCH OTHER DEBT INSTRUMENTS.
IF IN ITS ADMINISTRATION OF THIS FACILITY
OR ANY OTHER DEBT INSTRUMENT, THE ADMINISTRATIVE AGENT DETERMINES (OR IS GIVEN
WRITTEN NOTICE BY ANY LENDER) THAT A CONFLICT EXISTS, THEN IT SHALL ELIMINATE
SUCH CONFLICT WITHIN 90 DAYS OR RESIGN PURSUANT TO SECTION 11.06 AND SHALL HAVE
NO LIABILITY FOR ACTION TAKEN OR NOT TAKEN WHILE SUCH CONFLICT EXISTED.
SECTION 11.09.
ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.
IN CASE OF
THE PENDENCY OF ANY RECEIVERSHIP, INSOLVENCY, LIQUIDATION, BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, ADJUSTMENT, COMPOSITION OR OTHER JUDICIAL
PROCEEDING RELATIVE TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, THE
ADMINISTRATIVE AGENT (IRRESPECTIVE OF WHETHER THE PRINCIPAL OF ANY LOAN SHALL
86
then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:
(A)
TO FILE AND PROVE A CLAIM FOR THE WHOLE AMOUNT OF THE PRINCIPAL
AND INTEREST OWING AND UNPAID IN RESPECT OF THE LOANS AND ALL OTHER INDEBTEDNESS
THAT ARE OWING AND UNPAID AND TO FILE SUCH OTHER