BY THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ENFORCEMENT OR COLLECTION OF
THE ADVANCES), THE ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO EXERCISE ANY
DISCRETION OR TAKE ANY ACTION, BUT SHALL BE REQUIRED TO ACT OR TO REFRAIN FROM
ACTING (AND SHALL BE FULLY PROTECTED IN SO ACTING OR REFRAINING FROM ACTING)
UPON THE INSTRUCTIONS OF THE MAJORITY BANKS, AND SUCH INSTRUCTIONS SHALL BE
BINDING UPON ALL BANKS, PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT SHALL
NOT BE REQUIRED TO TAKE ANY ACTION WHICH EXPOSES THE ADMINISTRATIVE AGENT TO
PERSONAL LIABILITY OR WHICH IS CONTRARY TO THIS AGREEMENT OR APPLICABLE LAW.
THE PROVISIONS OF THIS ARTICLE ARE SOLELY FOR THE BENEFIT OF THE ADMINISTRATIVE
AGENT AND THE BANKS, AND NONE OF THE BORROWER OR THE GUARANTOR SHALL HAVE ANY
RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY SUCH PROVISIONS.
(B)
THE ADMINISTRATIVE AGENT MAY PERFORM ANY OF AND ALL ITS DUTIES AND
EXERCISE ITS RIGHTS AND POWERS HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT BY
OR
49
THROUGH ANY ONE OR MORE SUB-AGENTS (THAT IS/ARE AFFILIATE(S) OF THE
ADMINISTRATIVE AGENT) APPOINTED BY THE ADMINISTRATIVE AGENT.
THE EXCULPATORY
PROVISIONS OF THIS ARTICLE SHALL APPLY TO ANY SUCH SUB-AGENT, AND SHALL APPLY TO
ITS ACTIVITIES IN CONNECTION WITH THE SYNDICATION OF THE CREDIT FACILITY
PROVIDED FOR HEREIN AS WELL AS ACTIVITIES AS ADMINISTRATIVE AGENT.
SECTION 9.02.ADMINISTRATIVE AGENT'S RELIANCE, ETC.
NEITHER THE ADMINISTRATIVE
AGENT NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES SHALL BE LIABLE TO
THE BANKS FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM UNDER OR IN
CONNECTION WITH THIS AGREEMENT, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, THE
ADMINISTRATIVE AGENT: (I) MAY CONSULT WITH LEGAL COUNSEL (INCLUDING COUNSEL FOR
THE BORROWER), INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER EXPERTS SELECTED BY IT
AND SHALL NOT BE LIABLE TO THE BANKS 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; (II) MAKES NO WARRANTY OR REPRESENTATION TO ANY BANK AND SHALL NOT
BE RESPONSIBLE TO ANY BANK FOR ANY STATEMENTS, WARRANTIES OR REPRESENTATIONS
(WHETHER WRITTEN OR ORAL) MADE IN OR IN CONNECTION WITH THIS AGREEMENT;
(III) SHALL NOT HAVE ANY DUTY TO ASCERTAIN OR TO INQUIRE AS TO THE PERFORMANCE
OR OBSERVANCE OF ANY OF THE TERMS, COVENANTS OR CONDITIONS OF THIS AGREEMENT ON
THE PART OF THE BORROWER OR TO INSPECT THE PROPERTY (INCLUDING THE BOOKS AND
RECORDS) OF THE BORROWER OR ANY OF ITS SUBSIDIARIES; (IV) SHALL NOT BE
RESPONSIBLE TO ANY BANK FOR THE DUE EXECUTION, LEGALITY, VALIDITY,
ENFORCEABILITY, GENUINENESS, SUFFICIENCY OR VALUE OF THIS AGREEMENT OR ANY OTHER
INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO; (V) SHALL NOT BE SUBJECT TO
ANY FIDUCIARY OR OTHER IMPLIED DUTIES, REGARDLESS OF WHETHER A DEFAULT HAS
OCCURRED AND IS CONTINUING; (VI) EXCEPT AS EXPRESSLY SET FORTH IN THE CREDIT
DOCUMENTS, THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY TO DISCLOSE, AND