OR OMITTED BY SUCH FACILITY AGENT UNDER
OR IN CONNECTION WITH ANY OF THE CREDIT DOCUMENTS EXCEPT TO THE EXTENT CAUSED BY
SUCH FACILITY AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
AS TO ANY MATTERS
NOT EXPRESSLY PROVIDED FOR BY THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS
(INCLUDING ENFORCEMENT OR COLLECTION), THE FACILITY AGENT SHALL NOT BE REQUIRED
TO EXERCISE ANY DISCRETION OR TAKE ANY ACTION, BUT SHALL BE REQUIRED TO ACT OR
TO REFRAIN FROM ACTING (AND SHALL BE FULLY PROTECTED IN SO ACTING OR REFRAINING
FROM ACTING) UPON THE INSTRUCTIONS OF THE REQUISITE LENDERS, AND SUCH
INSTRUCTIONS SHALL BE BINDING UPON ALL LENDERS; PROVIDED, HOWEVER, THAT NO
FACILITY AGENT SHALL BE REQUIRED TO TAKE ANY ACTION THAT (I) SUCH FACILITY AGENT
IN GOOD FAITH BELIEVES EXPOSES IT TO PERSONAL LIABILITY UNLESS SUCH FACILITY
AGENT RECEIVES AN INDEMNIFICATION SATISFACTORY TO IT FROM THE LENDERS WITH
RESPECT TO SUCH ACTION OR (II) IS CONTRARY TO THIS AGREEMENT OR APPLICABLE LAW.
EACH FACILITY AGENT AGREES TO GIVE TO EACH LENDER PROMPT NOTICE OF EACH NOTICE
GIVEN TO IT BY ANY CREDIT PARTY PURSUANT TO THE TERMS OF THIS AGREEMENT OR THE
OTHER CREDIT DOCUMENTS.
WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING,
(I) EACH FACILITY AGENT SHALL BE ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED
IN RELYING, UPON ANY COMMUNICATION, INSTRUMENT OR DOCUMENT BELIEVED BY IT TO BE
GENUINE AND CORRECT AND TO HAVE BEEN SIGNED OR SENT BY THE PROPER PERSON OR
PERSONS, INCLUDING THE REGISTER, AND SHALL BE ENTITLED TO RELY AND SHALL BE
PROTECTED IN RELYING ON OPINIONS, JUDGMENTS AND ADVICE (IN GOOD FAITH) OF
ATTORNEYS (WHO MAY BE ATTORNEYS FOR THE BORROWER AND ITS SUBSIDIARIES),
ACCOUNTANTS, EXPERTS AND OTHER PROFESSIONAL ADVISORS SELECTED BY IT; (II) NONE
OF THE LENDERS SHALL HAVE ANY RIGHT OF ACTION WHATSOEVER AGAINST ANY FACILITY
AGENT AS A RESULT OF SUCH FACILITY AGENT ACTING OR (WHERE SO INSTRUCTED)
REFRAINING FROM ACTING HEREUNDER OR ANY OF THE OTHER CREDIT DOCUMENTS IN
ACCORDANCE WITH THE INSTRUCTIONS OF REQUISITE LENDERS (OR SUCH OTHER LENDERS AS
MAY BE REQUIRED TO GIVE SUCH INSTRUCTIONS UNDER SECTION 10.5); (III) THE
ADMINISTRATIVE
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AGENT MAY TREAT THE PAYEE OF ANY NOTE AS ITS HOLDER UNTIL SUCH NOTE HAS BEEN
ASSIGNED IN ACCORDANCE WITH SECTION 10.6; AND (IV) NO FACILITY AGENT MAKES ANY
WARRANTY OR REPRESENTATION TO ANY LENDER IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENTS.
(C)
DELEGATION OF DUTIES.
EACH FACILITY AGENT
MAY PERFORM ANY AND ALL OF ITS DUTIES AND EXERCISE ITS RIGHTS AND POWERS UNDER
THIS AGREEMENT OR UNDER ANY OTHER CREDIT DOCUMENT BY OR THROUGH ANY ONE OR MORE
SUB-AGENTS APPOINTED BY SUCH FACILITY AGENT. EACH FACILITY AGENT AND ANY SUCH
SUB-AGENT MAY PERFORM ANY AND ALL OF ITS DUTIES AND EXERCISE ITS RIGHTS AND
POWERS BY OR THROUGH THEIR RESPECTIVE AFFILIATES. THE EXCULPATORY,
INDEMNIFICATION AND OTHER PROVISIONS OF THIS SECTION 9.3 AND OF SECTION 9.6
SHALL APPLY TO ANY THE AFFILIATES OF THE FACILITY AGENT AND SHALL APPLY TO THEIR
RESPECTIVE ACTIVITIES