expressly waived.
ARTICLE VII
THE ADMINISTRATIVE AGENT
SECTION 7.01.
AUTHORIZATION AND ACTION.
EACH LENDER HEREBY APPOINTS
AND AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION AS AGENT ON ITS
BEHALF AND TO EXERCISE SUCH POWERS AND DISCRETION UNDER THE OTHER LOAN DOCUMENTS
AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT BY THE TERMS THEREOF, TOGETHER WITH
SUCH POWERS AND DISCRETION AS ARE REASONABLY INCIDENTAL THERETO.
AS TO ANY
MATTERS NOT EXPRESSLY PROVIDED FOR BY THE LOAN DOCUMENTS (INCLUDING ENFORCEMENT
OF ANY LOAN DOCUMENT OR COLLECTION OF ANY AMOUNTS THEREUNDER), THE
ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO EXERCISE ANY DISCRETION OR TAKE
ANY ACTION.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY ELSEWHERE IN THIS
AGREEMENT, THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTIES OR
RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN, OR ANY FIDUCIARY
RELATIONSHIP WITH ANY LENDER, AND NO IMPLIED COVENANTS, FUNCTIONS,
RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL BE READ INTO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHERWISE EXIST AGAINST THE
ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT SHALL BE FULLY PROTECTED IN
ACTING (OR REFRAINING FROM ACTING) IN ACCORDANCE WITH THE INSTRUCTIONS OF THE
REQUIRED LENDERS, AND SUCH ACTION (OR SUCH REFRAINING FROM ACTING) SHALL BE
BINDING UPON ALL LENDERS AND ALL HOLDERS OF LOANS.
THE ADMINISTRATIVE AGENT
SHALL BE FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE ANY ACTION HEREUNDER AND
UNDER ANY OTHER LOAN DOCUMENT UNLESS IT SHALL FIRST BE INDEMNIFIED TO ITS
SATISFACTION BY THE LENDERS PRO RATA AGAINST ANY AND ALL LIABILITY, COST AND
EXPENSE THAT IT MAY INCUR BY REASON OF TAKING OR CONTINUING TO TAKE ANY SUCH
ACTION.
IN NO EVENT SHALL THE ADMINISTRATIVE AGENT BE REQUIRED TO TAKE ANY
ACTION (OR REFRAIN FROM TAKING ANY ACTION) WHICH THE ADMINISTRATIVE AGENT DEEMS
IN GOOD FAITH (I) TO EXPOSE THE ADMINISTRATIVE AGENT TO POTENTIAL PERSONAL
LIABILITY OR (II) TO BE CONTRARY TO THIS AGREEMENT OR APPLICABLE LAW.
THE
ADMINISTRATIVE AGENT AGREES TO GIVE TO EACH LENDER PROMPT NOTICE OF EACH NOTICE
GIVEN TO IT BY THE BORROWER PURSUANT TO THE TERMS OF THIS AGREEMENT.
48
SECTION 7.02.
ADMINISTRATIVE AGENT'S RELIANCE, ETC.
NEITHER THE
ADMINISTRATIVE AGENT NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES
SHALL BE LIABLE 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 TREAT THE LENDER THAT MADE ANY
LOAN AS THE HOLDERS OF THE DEBT RESULTING THEREFROM UNTIL, IN THE CASE OF ANY
SUCH LENDER, THE ADMINISTRATIVE AGENT RECEIVES AND ACCEPTS AN ASSIGNMENT AND
ACCEPTANCE ENTERED INTO BY SUCH LENDER, AS ASSIGNOR, AND AN ASSIGNEE, AS
PROVIDED IN SECTION 8.07; (II) MAY CONSULT WITH LEGAL COUNSEL (INCLUDING COUNSEL
FOR THE BORROWER), INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER EXPERTS SELECTED BY
IT AND SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN IN GOOD
FAITH BY IT IN ACCORDANCE WITH THE ADVICE OF