ACTION (I) UNLESS, UPON DEMAND, THE ADMINISTRATIVE AGENT
RECEIVES AN INDEMNIFICATION SATISFACTORY TO IT FROM THE LENDERS (OR, TO THE
EXTENT APPLICABLE AND ACCEPTABLE TO THE ADMINISTRATIVE AGENT, ANY OTHER SECURED
PARTY) AGAINST ALL LIABILITIES THAT, BY REASON OF SUCH ACTION OR OMISSION, MAY
BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT OR ANY
RELATED PERSON THEREOF OR (II) THAT IS, IN THE OPINION OF THE ADMINISTRATIVE
AGENT OR ITS COUNSEL, CONTRARY TO ANY LOAN DOCUMENT OR APPLICABLE REQUIREMENT OF
LAW.
SECTION 10.4
DELEGATION OF RIGHTS AND DUTIES.
THE ADMINISTRATIVE AGENT
MAY, UPON ANY TERM OR CONDITION IT SPECIFIES, DELEGATE OR EXERCISE ANY OF ITS
RIGHTS, POWERS AND REMEDIES UNDER, AND DELEGATE OR PERFORM ANY OF ITS DUTIES OR
ANY OTHER ACTION WITH RESPECT TO, ANY LOAN DOCUMENT BY OR THROUGH ANY TRUSTEE,
CO-AGENT, EMPLOYEE, ATTORNEY-IN-FACT AND ANY OTHER PERSON (INCLUDING ANY SECURED
PARTY).
ANY SUCH PERSON SHALL BENEFIT FROM THIS ARTICLE 10 TO THE EXTENT
PROVIDED BY THE ADMINISTRATIVE AGENT.
SECTION 10.5
RELIANCE AND LIABILITY.
(A)
THE ADMINISTRATIVE AGENT MAY,
WITHOUT INCURRING ANY LIABILITY HEREUNDER, (I) TREAT THE PAYEE OF ANY NOTE AS
ITS HOLDER UNTIL SUCH NOTE HAS BEEN ASSIGNED IN ACCORDANCE WITH SECTION 11.2(E),
(II) RELY ON THE REGISTER TO THE EXTENT SET FORTH IN SECTION 2.14, (III) CONSULT
WITH ANY OF ITS RELATED PERSONS AND, WHETHER OR NOT SELECTED BY IT, ANY OTHER
ADVISORS, ACCOUNTANTS AND OTHER EXPERTS (INCLUDING ADVISORS TO, AND ACCOUNTANTS
AND EXPERTS ENGAGED BY, ANY LOAN PARTY) AND (IV) RELY AND ACT UPON ANY DOCUMENT
AND INFORMATION (INCLUDING THOSE TRANSMITTED BY ELECTRONIC TRANSMISSION) AND ANY
TELEPHONE MESSAGE OR CONVERSATION, IN EACH CASE BELIEVED BY IT TO BE GENUINE AND
TRANSMITTED, SIGNED OR OTHERWISE AUTHENTICATED BY THE APPROPRIATE PARTIES.
(B)
NONE OF THE ADMINISTRATIVE AGENT AND ITS RELATED PERSONS SHALL
BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN
CONNECTION WITH ANY LOAN DOCUMENT, AND EACH LENDER, L/C ISSUER, HOLDINGS AND THE
BORROWER HEREBY WAIVE AND SHALL NOT ASSERT (AND EACH OF HOLDINGS AND THE
BORROWER SHALL CAUSE EACH OTHER LOAN PARTY TO WAIVE AND AGREE NOT TO ASSERT) ANY
RIGHT, CLAIM OR CAUSE OF ACTION BASED THEREON, EXCEPT TO THE EXTENT OF
103
LIABILITIES RESULTING PRIMARILY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF THE ADMINISTRATIVE AGENT OR, AS THE CASE MAY BE, SUCH RELATED PERSON (EACH AS
DETERMINED IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION) IN CONNECTION WITH THE DUTIES EXPRESSLY SET FORTH HEREIN.
WITHOUT
LIMITING THE FOREGOING, THE ADMINISTRATIVE AGENT:
(I)
SHALL NOT BE RESPONSIBLE OR OTHERWISE INCUR LIABILITY FOR
ANY ACTION OR OMISSION TAKEN IN RELIANCE UPON THE INSTRUCTIONS OF THE REQUIRED
LENDERS OR FOR THE ACTIONS OR OMISSIONS OF ANY OF ITS RELATED PERSONS SELECTED
WITH REASONABLE CARE (OTHER THAN EMPLOYEES, OFFICERS AND DIRECTORS OF THE
ADMINISTRATIVE AGENT, WHEN ACTING ON BEHALF OF THE ADMINISTRATIVE AGENT);
(II)
SHALL NOT BE RESPONSIBLE TO ANY SECURED PARTY FOR THE DUE
EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY,