ITS BEHALF UNDER THE PROVISIONS OF THIS FINANCING AGREEMENT AND ALL SUCH
ANCILLARY DOCUMENTS AND TO EXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS ARE
EXPRESSLY DELEGATED TO THE AGENT BY THE TERMS OF THIS FINANCING AGREEMENT AND
ALL SUCH ANCILLARY DOCUMENTS TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY
INCIDENTAL THERETO.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY ELSEWHERE IN
THIS FINANCING AGREEMENT, THE AGENT SHALL NOT HAVE ANY DUTIES OR
RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN, OR ANY FIDUCIARY
RELATIONSHIP WITH ANY LENDER AND NO IMPLIED COVENANTS, FUNCTIONS,
RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL BE READ INTO THIS
FINANCING AGREEMENT AND SUCH ANCILLARY DOCUMENTS OR OTHERWISE EXIST AGAINST THE
AGENT.
SECTION 13.02.
DELEGATION OF DUTIES.
THE AGENT MAY EXECUTE ANY OF ITS DUTIES
UNDER THIS FINANCING AGREEMENT AND ALL ANCILLARY DOCUMENTS BY OR THROUGH AGENTS
OR ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO THE ADVICE OF COUNSEL CONCERNING
ALL MATTERS PERTAINING TO SUCH DUTIES.
SECTION 13.03.
EXCULPATORY PROVISIONS.
NEITHER THE AGENT NOR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR ATTORNEYS-IN-FACT SHALL BE (A) LIABLE
TO ANY LENDER FOR ANY ACTION LAWFULLY TAKEN OR OMITTED TO BE TAKEN BY IT OR SUCH
PERSON UNDER OR IN CONNECTION WITH THIS FINANCING AGREEMENT AND ALL ANCILLARY
DOCUMENTS (EXCEPT FOR ITS OR SUCH PERSON'S OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT), OR (B) RESPONSIBLE IN ANY MANNER TO ANY OF THE LENDERS FOR ANY
RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY ANY OBLIGOR OR ANY
OFFICER THEREOF CONTAINED IN THIS FINANCING AGREEMENT AND ALL ANCILLARY
DOCUMENTS OR IN ANY CERTIFICATE, REPORT, STATEMENT OR OTHER DOCUMENT REFERRED TO
OR PROVIDED FOR IN, OR RECEIVED BY THE AGENT UNDER OR IN CONNECTION WITH, THIS
FINANCING AGREEMENT AND ALL ANCILLARY DOCUMENTS OR FOR THE VALUE, VALIDITY,
EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF THIS FINANCING
AGREEMENT AND ALL ANCILLARY DOCUMENTS OR FOR ANY FAILURE OF ANY OBLIGOR TO
PERFORM ITS OBLIGATIONS THEREUNDER.
THE 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 FINANCING AGREEMENT
OR ANY ANCILLARY DOCUMENT OR TO INSPECT THE PROPERTIES, BOOKS OR RECORDS OF ANY
OBLIGOR.
SECTION 13.04.
RELIANCE BY AGENT.
THE 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,
FACSIMILE, 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
105
UPON ADVICE AND STATEMENTS OF LEGAL COUNSEL (INCLUDING, WITHOUT LIMITATION,
COUNSEL TO THE OBLIGORS), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY
THE AGENT.
THE AGENT SHALL BE FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE
ANY ACTION UNDER THIS FINANCING AGREEMENT AND ANY ANCILLARY DOCUMENT UNLESS IT
SHALL FIRST RECEIVE SUCH ADVICE OR CONCURRENCE OF THE REQUIRED LENDERS AS IT
DEEMS APPROPRIATE OR IT SHALL FIRST BE INDEMNIFIED TO