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.
133
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 ALL PROCEEDS OF ENFORCEMENT OF SUCH
SECURITY; AND
(II)
THE BENEFIT OF ALL REPRESENTATIONS,
COVENANTS, GUARANTEES, INDEMNITIES