THE OBLIGATIONS OF THE ADMINISTRATIVE AGENT
HEREUNDER ARE ONLY THOSE EXPRESSLY SET FORTH HEREIN.
THE ADMINISTRATIVE AGENT
SHALL HAVE NO DUTY TO EXERCISE ANY RIGHT OR POWER OR REMEDY HEREUNDER OR UNDER
ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH OR AS
CONTEMPLATED BY THIS AGREEMENT OR TO TAKE ANY AFFIRMATIVE ACTION HEREUNDER OR
THEREUNDER.
(B)
THE ADMINISTRATIVE AGENT SHALL KEEP ALL
RECORDS OF THE LOANS AND PAYMENTS HEREUNDER, AND SHALL GIVE AND RECEIVE NOTICES
AND OTHER COMMUNICATIONS TO BE GIVEN OR RECEIVED BY THE ADMINISTRATIVE AGENT
HEREUNDER ON BEHALF OF THE BANKS.
(C)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT THE ADMINISTRATIVE AGENT MAY, AND UPON THE
DIRECTION OF THE MAJORITY BANKS PURSUANT TO SECTION 7.2 THE ADMINISTRATIVE AGENT
SHALL, EXERCISE THE OPTION OF THE BANKS PURSUANT TO SECTION 7.2 TO DECLARE ALL
LOANS AND OTHER OBLIGATIONS IMMEDIATELY DUE AND PAYABLE AND MAY TAKE SUCH ACTION
AS MAY APPEAR NECESSARY OR DESIRABLE TO COLLECT THE OBLIGATIONS AND ENFORCE THE
RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT OR THE BANKS.
8.7.
NOTIFICATION OF DEFAULTS AND EVENTS OF
DEFAULT.
EACH BANK HEREBY AGREES THAT, UPON LEARNING OF THE EXISTENCE OF A
DEFAULT OR AN EVENT OF DEFAULT, PURSUANT TO SECTION 5.1(H) OR OTHERWISE, IT
SHALL NOTIFY THE ADMINISTRATIVE AGENT THEREOF.
THE ADMINISTRATIVE AGENT HEREBY
AGREES THAT UPON ACTUAL RECEIPT OF ANY NOTICE UNDER THIS SECTION 8.7, IT SHALL
NOTIFY THE OTHER BANKS OF THE EXISTENCE OF SUCH DEFAULT OR EVENT OF DEFAULT.
8.8.
CONSULTATION WITH EXPERTS.
THE ADMINISTRATIVE
AGENT SHALL BE ENTITLED TO RETAIN AND CONSULT WITH LEGAL COUNSEL, INDEPENDENT
PUBLIC ACCOUNTANTS AND OTHER EXPERTS SELECTED BY IT AND SHALL NOT BE LIABLE TO
THE BANKS FOR ANY ACTION TAKEN, OMITTED TO BE TAKEN OR SUFFERED IN GOOD FAITH BY
IT IN ACCORDANCE WITH THE ADVICE OF SUCH COUNSEL, ACCOUNTANTS OR EXPERTS.
THE
ADMINISTRATIVE AGENT MAY EMPLOY ADMINISTRATIVE AGENTS AND ATTORNEYS-IN-FACT AND
SHALL NOT BE LIABLE TO THE BANKS FOR THE DEFAULT OR MISCONDUCT OF ANY SUCH
ADMINISTRATIVE AGENTS OR ATTORNEYS.
8.9.
LIABILITY OF ADMINISTRATIVE AGENT.
THE
ADMINISTRATIVE AGENT SHALL EXERCISE THE SAME CARE TO PROTECT THE INTERESTS OF
EACH BANK AS IT DOES TO PROTECT ITS OWN INTERESTS, SO THAT SO LONG AS THE
ADMINISTRATIVE AGENT EXERCISES SUCH CARE IT SHALL NOT BE UNDER ANY LIABILITY TO
ANY OF THE BANKS, EXCEPT FOR THE ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT WITH RESPECT TO ANYTHING IT MAY DO OR REFRAIN FROM DOING.
SUBJECT TO THE IMMEDIATELY PRECEDING SENTENCE, NEITHER THE ADMINISTRATIVE AGENT
NOR ANY OF ITS DIRECTORS, OFFICERS, ADMINISTRATIVE AGENTS OR EMPLOYEES SHALL BE
LIABLE FOR ANY ACTION TAKEN OR NOT TAKEN BY IT IN CONNECTION HEREWITH
65
IN ITS CAPACITY AS ADMINISTRATIVE AGENT.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS DIRECTORS, OFFICERS,
ADMINISTRATIVE AGENTS OR EMPLOYEES SHALL BE RESPONSIBLE FOR OR HAVE ANY DUTY TO
ASCERTAIN, INQUIRE INTO OR VERIFY: (I) ANY STATEMENT, WARRANTY OR REPRESENTATION
MADE IN CONNECTION WITH THIS AGREEMENT,