SUCH POWERS, RIGHTS AND REMEDIES AS ARE
REASONABLY INCIDENTAL THERETO.
EACH AGENT SHALL HAVE ONLY THOSE DUTIES AND
RESPONSIBILITIES THAT ARE EXPRESSLY SPECIFIED IN THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
EACH AGENT MAY EXERCISE SUCH POWERS, RIGHTS AND REMEDIES AND
PERFORM SUCH DUTIES BY OR THROUGH ITS AGENTS OR EMPLOYEES.
NO AGENT SHALL HAVE,
BY REASON OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, A FIDUCIARY
RELATIONSHIP IN RESPECT OF ANY LENDER; AND NOTHING IN THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS, EXPRESSED OR IMPLIED, IS INTENDED TO OR SHALL BE SO
CONSTRUED AS TO IMPOSE UPON ANY AGENT ANY OBLIGATIONS IN RESPECT OF THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS EXCEPT AS EXPRESSLY SET FORTH
HEREIN OR THEREIN.
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, NONE OF THE
LEAD ARRANGERS, SYNDICATION AGENTS OR DOCUMENTATION AGENTS LISTED ON THE COVER
PAGE HEREOF SHALL HAVE ANY POWERS, DUTIES OR RESPONSIBILITIES UNDER THIS
91
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, EXCEPT IN ITS CAPACITY, AS
APPLICABLE, AS A LENDER OR THE ISSUING BANK HEREUNDER.
B.
NO RESPONSIBILITY FOR CERTAIN MATTERS.
NO
AGENT SHALL BE RESPONSIBLE TO ANY LENDER FOR THE EXECUTION, EFFECTIVENESS,
GENUINENESS, VALIDITY, ENFORCEABILITY, COLLECTABILITY OR SUFFICIENCY OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR FOR ANY REPRESENTATIONS, WARRANTIES,
RECITALS OR STATEMENTS MADE HEREIN OR THEREIN OR MADE IN ANY WRITTEN OR ORAL
STATEMENTS OR IN ANY FINANCIAL OR OTHER STATEMENTS, INSTRUMENTS, REPORTS OR
CERTIFICATES OR ANY OTHER DOCUMENTS FURNISHED OR MADE BY ANY AGENT TO THE
LENDERS OR BY OR ON BEHALF OF THE CREDIT PARTIES TO ANY AGENT OR ANY LENDER IN
CONNECTION WITH THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY OR
FOR THE FINANCIAL CONDITION OR BUSINESS AFFAIRS OF THE CREDIT PARTIES OR ANY
OTHER PERSON LIABLE FOR THE PAYMENT OF ANY OBLIGATIONS, NOR SHALL ANY AGENT BE
REQUIRED TO ASCERTAIN OR INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE OF ANY OF
THE TERMS, CONDITIONS, PROVISIONS, COVENANTS OR AGREEMENTS CONTAINED IN ANY OF
THE LOAN DOCUMENTS (OTHER THAN TO CONFIRM RECEIPT OF ITEMS REQUIRED UNDER THIS
AGREEMENT OR ANY LOAN DOCUMENT TO BE DELIVERED TO SUCH AGENT) OR AS TO THE USE
OF THE PROCEEDS OF THE LOANS OR AS TO THE EXISTENCE OR POSSIBLE EXISTENCE OF ANY
EVENT OF DEFAULT OR POTENTIAL EVENT OF DEFAULT (UNLESS AND UNTIL NOTICE
DESCRIBING SUCH EVENT OF DEFAULT OR POTENTIAL EVENT OF DEFAULT IS GIVEN TO SUCH
AGENT BY A CREDIT PARTY OR ANY OTHER AGENT) OR TO MAKE DISCLOSURES WITH RESPECT
TO THE FOREGOING.
ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY LIABILITY ARISING
FROM CONFIRMATIONS OF THE AMOUNT OF OUTSTANDING LOANS OR THE COMPONENT AMOUNTS
THEREOF.
C.
EXCULPATORY PROVISIONS.
NO AGENT NOR ANY
OF ITS OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE TO THE
LENDERS FOR ANY ACTION TAKEN OR OMITTED BY ANY AGENT UNDER OR IN CONNECTION WITH
ANY OF THE LOAN DOCUMENTS EXCEPT TO THE EXTENT