INTO THE LOAN
DOCUMENTS AND OTHER RELATED DOCUMENTS FOR THE BENEFIT OF THE LENDERS.
(B)
EACH LENDER HEREBY AGREES THAT, EXCEPT AS OTHERWISE SET FORTH
HEREIN, ANY ACTION TAKEN BY THE REQUISITE LENDERS IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT, THE LOAN DOCUMENTS OR THE OTHER RELATED DOCUMENTS,
AND THE EXERCISE BY THE REQUISITE LENDERS OF THE POWERS SET FORTH HEREIN OR
THEREIN, TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO,
SHALL BE AUTHORIZED AND BINDING UPON ALL OF THE LENDERS.
(C)
NOTHING HEREIN SHALL BE CONSTRUED TO DEEM THE ADMINISTRATIVE AGENT
A TRUSTEE OR FIDUCIARY FOR ANY LENDER OR TO IMPOSE ON THE ADMINISTRATIVE AGENT
DUTIES OR OBLIGATIONS OTHER THAN THOSE EXPRESSLY PROVIDED FOR HEREIN.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE USE OF THE TERMS "ADMINISTRATIVE
AGENT", "AGENT", "AGENT" AND SIMILAR TERMS IN THE LOAN DOCUMENTS OR OTHER
RELATED DOCUMENTS WITH REFERENCE TO THE ADMINISTRATIVE AGENT IS NOT INTENDED TO
CONNOTE ANY FIDUCIARY OR OTHER IMPLIED (OR EXPRESS) OBLIGATIONS ARISING UNDER
AGENCY DOCTRINE OF ANY APPLICABLE LAW.
INSTEAD, USE OF SUCH TERMS IS MERELY A
MATTER OF MARKET CUSTOM, AND IS INTENDED TO CREATE OR REFLECT ONLY AN
ADMINISTRATIVE RELATIONSHIP BETWEEN INDEPENDENT CONTRACTING PARTIES.
(D)
THE ADMINISTRATIVE AGENT SHALL DELIVER TO EACH LENDER, PROMPTLY
UPON RECEIPT THEREOF BY THE ADMINISTRATIVE AGENT, COPIES OF EACH OF THE
FINANCIAL STATEMENTS, CERTIFICATES, NOTICES AND OTHER DOCUMENTS DELIVERED TO THE
ADMINISTRATIVE AGENT PURSUANT TO ARTICLE 8.
THE ADMINISTRATIVE AGENT WILL ALSO
FURNISH TO ANY LENDER, UPON THE REQUEST OF SUCH LENDER, A COPY (OR, WHERE
APPROPRIATE, AN ORIGINAL) OF ANY DOCUMENT, INSTRUMENT, AGREEMENT, CERTIFICATE OR
NOTICE FURNISHED TO THE ADMINISTRATIVE AGENT BY THE BORROWER, ANY LOAN PARTY OR
ANY OTHER AFFILIATE OF THE BORROWER, PURSUANT TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT NOT ALREADY DELIVERED TO SUCH LENDER PURSUANT TO THE TERMS OF THIS
AGREEMENT OR ANY SUCH OTHER LOAN DOCUMENT.
(E)
AS TO ANY MATTERS NOT EXPRESSLY PROVIDED FOR BY THE LOAN DOCUMENTS
AND OTHER RELATED DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ENFORCEMENT OR
COLLECTION OF ANY OF BORROWER'S OBLIGATIONS HEREUNDER), 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 REQUISITE LENDERS
(OR ALL OF THE LENDERS IF EXPLICITLY REQUIRED UNDER ANY OTHER PROVISION OF THIS
AGREEMENT), AND SUCH INSTRUCTIONS SHALL BE BINDING UPON ALL LENDERS AND ALL
HOLDERS OF ANY OF THE OBLIGATIONS OF BORROWER; PROVIDED, HOWEVER, THAT,
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, 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 ANY OTHER
LOAN DOCUMENT OR REQUIREMENTS OF LAW.
NOT IN LIMITATION OF THE FOREGOING, THE
ADMINISTRATIVE AGENT SHALL EXERCISE ANY RIGHT OR REMEDY IT OR THE LENDERS MAY
HAVE UNDER ANY LOAN DOCUMENT UPON THE OCCURRENCE OF A POTENTIAL DEFAULT OR