OTHER LOAN DOCUMENTS OR OTHERWISE EXIST
AGAINST THE ADMINISTRATIVE AGENT.
SECTION 14.2
DELEGATION OF DUTIES.
THE ADMINISTRATIVE AGENT MAY
EXECUTE ANY OF ITS DUTIES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY
OR THROUGH AGENTS OR ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO ADVICE OF
COUNSEL CONCERNING ALL MATTERS PERTAINING TO SUCH DUTIES.
THE ADMINISTRATIVE
AGENT SHALL NOT BE RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY AGENTS OR
ATTORNEYS-IN-FACT SELECTED BY IT WITH REASONABLE CARE.
SECTION 14.3
EXCULPATORY PROVISIONS.
NEITHER THE ADMINISTRATIVE AGENT
NOR ANY OF ITS TRUSTEES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS-IN-FACT OR AFFILIATES SHALL BE (I) LIABLE TO ANY LENDER (OR ANY
LENDER'S PARTICIPANTS) FOR ANY ACTION LAWFULLY TAKEN OR OMITTED TO BE TAKEN BY
IT OR SUCH PERSON UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS (EXCEPT FOR ITS OR SUCH PERSON'S OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT), OR (II) RESPONSIBLE IN ANY MANNER TO ANY LENDER (OR ANY LENDER'S
PARTICIPANTS) FOR ANY RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE
BY THE BORROWER OR ANY OFFICER THEREOF CONTAINED IN THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS OR IN ANY CERTIFICATE, REPORT, STATEMENT OR OTHER DOCUMENT
REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY THE ADMINISTRATIVE AGENT UNDER OR
IN CONNECTION WITH, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR FOR THE
EXISTENCE, VALUE, VALIDITY, EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR
SUFFICIENCY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY COLLATERAL OR
LIEN OR OTHER INTEREST THEREIN OR FOR ANY FAILURE OF THE BORROWER TO PERFORM ITS
OBLIGATIONS HEREUNDER OR THEREUNDER.
THE ADMINISTRATIVE AGENT SHALL NOT BE
UNDER ANY OBLIGATION TO ANY LENDER TO ASCERTAIN OR TO INQUIRE AS TO THE
OBSERVANCE OR PERFORMANCE OF ANY OF THE AGREEMENTS CONTAINED IN, OR CONDITIONS
OF, THIS AGREEMENT, OR TO INSPECT THE PROPERTIES, BOOKS OR RECORDS OF THE
BORROWER, PROVIDED THAT THE ADMINISTRATIVE AGENT
94
SHALL PERFORM A FIELD EXAMINATION OF THE COLLATERAL, IN ACCORDANCE WITH THE
ADMINISTRATIVE AGENT'S CUSTOMARY STANDARDS AND PRACTICES FOR SUCH EXAMINATIONS,
AT LEAST ANNUALLY AND SHALL MAKE THE RESULTS THEREOF AVAILABLE TO THE LENDERS.
SECTION 14.4
RELIANCE BY AGENT.
THE ADMINISTRATIVE AGENT SHALL BE
ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED IN RELYING, UPON ANY NOTE,
WRITING, RESOLUTION, NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER, CABLEGRAM,
TELEGRAM, TELECOPY, TELEX OR TELETYPE MESSAGE, STATEMENT, ORDER OR OTHER
DOCUMENT OR CONVERSATION BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO HAVE
BEEN SIGNED, SENT OR MADE BY THE PROPER PERSON OR PERSONS AND UPON ADVICE AND
STATEMENTS OF LEGAL COUNSEL (INCLUDING, WITHOUT LIMITATION, COUNSEL TO THE
BORROWER), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY THE
ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY DEEM AND TREAT THE PAYEE OF
ANY NOTE AS THE OWNER THEREOF FOR ALL PURPOSES UNLESS SUCH NOTE SHALL HAVE BEEN
TRANSFERRED IN ACCORDANCE WITH SECTION 13.1.
THE ADMINISTRATIVE AGENT SHALL BE
FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE ANY ACTION UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS UNLESS IT SHALL FIRST RECEIVE SUCH ADVICE OR
CONCURRENCE OF