PERCENTAGE OF THE LENDERS AS SHALL
BE EXPRESSLY PROVIDED FOR HEREIN OR IN THE OTHER LOAN DOCUMENTS), PROVIDED 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 LAWS.
(C)
THE ADMINISTRATIVE AGENT SHALL NOT, EXCEPT AS EXPRESSLY SET FORTH
HEREIN 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 THE BORROWER
OR ANY OF ITS AFFILIATES THAT IS COMMUNICATED TO OR OBTAINED BY THE PERSON
SERVING AS THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES IN ANY CAPACITY.
(D)
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 BORROWER, A
LENDER OR THE L/C ISSUER.
(E)
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 THE CREATION, PERFECTION OR PRIORITY OF ANY LIEN PURPORTED TO BE
CREATED BY THE SECURITY INSTRUMENTS, (V) THE VALUE OR THE SUFFICIENCY OF ANY
COLLATERAL, OR (VI) THE SATISFACTION OF ANY CONDITION SET FORTH IN SECTION 4.03
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, 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