DOCUMENTS AND TO EXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS
ARE EXPRESSLY DELEGATED TO THE ADMINISTRATIVE AGENT BY THE TERMS OF THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS, TOGETHER WITH SUCH OTHER POWERS AS ARE
REASONABLY INCIDENTAL THERETO. THE ADMINISTRATIVE AGENT AGREES TO ACT AS SUCH
UPON THE EXPRESS CONDITIONS CONTAINED IN THIS ARTICLE X.
NOTWITHSTANDING ANY
PROVISION TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, THE ADMINISTRATIVE AGENT
SHALL NOT HAVE ANY DUTIES OR RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH
HEREIN OR IN THE OTHER CREDIT DOCUMENTS, NOR ANY FIDUCIARY RELATIONSHIP WITH ANY
LENDER, AND NO IMPLIED COVENANTS, FUNCTIONS, RESPONSIBILITIES, DUTIES,
OBLIGATIONS OR LIABILITIES SHALL BE READ INTO THIS AGREEMENT OR OTHERWISE EXIST
AGAINST THE ADMINISTRATIVE AGENT.
THE PROVISIONS OF THIS ARTICLE X ARE SOLELY
FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT, AND THE LENDERS, AND NEITHER THE
BORROWER NOR ANY OF ITS SUBSIDIARIES SHALL HAVE ANY RIGHTS AS A THIRD PARTY
BENEFICIARY OF ANY OF THE PROVISIONS HEREOF.
IN PERFORMING ITS FUNCTIONS AND
DUTIES UNDER THIS AGREEMENT, THE ADMINISTRATIVE AGENT SHALL ACT SOLELY AS AGENT
OF THE LENDERS AND DOES NOT ASSUME AND SHALL NOT BE DEEMED TO HAVE ASSUMED ANY
OBLIGATION OR RELATIONSHIP OF AGENCY OR TRUST WITH OR FOR THE BORROWER OR ANY OF
ITS SUBSIDIARIES.
SECTION 10.2
DELEGATION OF DUTIES.
THE
ADMINISTRATIVE AGENT MAY EXECUTE ANY OF ITS DUTIES UNDER THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT BY OR THROUGH AGENTS OR ATTORNEYS-IN-FACT AND SHALL BE
ENTITLED TO ADVICE OF COUNSEL CONCERNING ALL MATTERS PERTAINING TO SUCH DUTIES.
THE ADMINISTRATIVE AGENT SHALL NOT BE RESPONSIBLE FOR THE NEGLIGENCE OR
MISCONDUCT OF ANY AGENTS OR ATTORNEYS-IN-FACT SELECTED BY IT WITH REASONABLE
CARE EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY SECTION 10.3.
SECTION 10.3
EXCULPATORY PROVISIONS.
NEITHER THE
ADMINISTRATIVE AGENT NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES SHALL BE (I) LIABLE FOR ANY ACTION
LAWFULLY TAKEN OR OMITTED TO BE TAKEN BY IT OR SUCH PERSON UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT (EXCEPT FOR ITS OR
SUCH PERSON'S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OR (II) RESPONSIBLE IN
ANY MANNER TO ANY OF THE LENDERS FOR ANY RECITALS, STATEMENTS, REPRESENTATIONS
OR WARRANTIES MADE BY THE BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR
RESPECTIVE OFFICERS CONTAINED IN THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR IN
ANY CERTIFICATE, REPORT, STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR
IN, OR RECEIVED BY THE ADMINISTRATIVE AGENT UNDER OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR FOR ANY FAILURE OF THE BORROWER OR ANY
SUBSIDIARY OF THE BORROWER OR ANY OF THEIR RESPECTIVE OFFICERS TO PERFORM ITS
OBLIGATIONS HEREUNDER OR THEREUNDER.
THE ADMINISTRATIVE 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 AGREEMENT, OR TO INSPECT THE PROPERTIES, BOOKS OR RECORDS OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES.