irrevocably authorizes and each holder of any Note by the
acceptance of such Note shall be deemed to irrevocably authorize the
Administrative Agent to take such action on its behalf under the provisions
hereof, the other Loan Documents (including, without limitation, to give notices
and take such actions on behalf of the Required Lenders as are consented to in
writing by the Required Lenders or all Lenders, as the case may be) and any
other instruments, documents and agreements referred to herein or therein and to
exercise such powers hereunder and thereunder as are specifically delegated to
the Administrative Agent by the terms hereof and thereof and such other powers
as are reasonably incidental thereto.
The Administrative Agent may perform any
of its duties hereunder and under the other Loan Documents, by or through its
officers, directors, agents, employees or affiliates.
130
11.2
NATURE OF DUTIES
(A)
THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTIES OR
RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
THE DUTIES
OF THE ADMINISTRATIVE AGENT SHALL BE MECHANICAL AND ADMINISTRATIVE IN NATURE.
EACH LENDER HEREBY ACKNOWLEDGES AND AGREES THAT, SUBJECT TO SECTION 11.2(B), THE
ADMINISTRATIVE AGENT SHALL NOT HAVE, BY REASON OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY LENDER.
NOTHING
IN ANY OF THE LOAN DOCUMENTS, EXPRESSED OR IMPLIED, IS INTENDED TO OR SHALL BE
SO CONSTRUED AS TO IMPOSE UPON THE ADMINISTRATIVE AGENT ANY OBLIGATIONS IN
RESPECT OF ANY OF THE LOAN DOCUMENTS EXCEPT AS EXPRESSLY SET FORTH HEREIN OR
THEREIN.
EACH LENDER SHALL MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE
FINANCIAL CONDITION AND AFFAIRS OF THE BORROWER IN CONNECTION WITH THE MAKING
AND THE CONTINUANCE OF THE LOANS HEREUNDER AND SHALL MAKE ITS OWN APPRAISAL OF
THE CREDIT WORTHINESS OF THE BORROWER, AND THE ADMINISTRATIVE AGENT SHALL NOT
HAVE ANY DUTY OR RESPONSIBILITY, EITHER INITIALLY OR ON A CONTINUING BASIS, TO
PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION WITH RESPECT THERETO,
WHETHER COMING INTO ITS POSSESSION BEFORE MAKING OF THE LOANS OR AT ANY TIME OR
TIMES THEREAFTER.
EXCEPT AS EXPRESSLY SET FORTH IN THE LOAN DOCUMENTS, THE
ADMINISTRATIVE AGENT SHALL NOT 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 SUBSIDIARIES THAT IS COMMUNICATED TO OR OBTAINED BY THE FINANCIAL
INSTITUTION SERVING AS THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES IN ANY
CAPACITY.
THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY EACH LENDER AT ANY TIME
THAT THE REQUIRED LENDERS HAVE INSTRUCTED IT TO ACT OR REFRAIN FROM ACTING
PURSUANT TO ARTICLE X.
(B)
THE ADMINISTRATIVE AGENT HEREBY DECLARES THAT IT, INCLUDING IN ITS
CAPACITY AS COLLATERAL AGENT, HOLDS AND SHALL HOLD:
(I)
ALL RIGHTS, TITLE AND INTEREST THAT MAY NOW OR HEREAFTER BE
MORTGAGED, CHARGED OR ASSIGNED OR OTHERWISE SECURED IN FAVOR OF THE
ADMINISTRATIVE AGENT AND/OR THE COLLATERAL AGENT BY OR PURSUANT TO THE LOAN
DOCUMENTS GOVERNED BY ENGLISH LAW AND