TO THE
LOAN DOCUMENTS, AND NO DUTIES OR RESPONSIBILITIES NOT EXPRESSLY ASSUMED HEREIN
OR THEREIN SHALL BE IMPLIED TO HAVE BEEN ASSUMED BY THE ADMINISTRATIVE AGENT.
13.1.2
INDEPENDENT CONTRACTOR.
THE RELATIONSHIP BETWEEN THE ADMINISTRATIVE
AGENT AND EACH OF THE CREDITOR PARTIES IS THAT OF AN INDEPENDENT CONTRACTOR.
85
THE USE OF THE TERM "ADMINISTRATIVE AGENT" IS FOR CONVENIENCE ONLY AND IS USED
TO DESCRIBE, AS A FORM OF CONVENTION, THE INDEPENDENT CONTRACTUAL RELATIONSHIP
BETWEEN THE ADMINISTRATIVE AGENT AND EACH OF THE CREDITOR PARTIES. NOTHING
CONTAINED IN THIS CREDIT AGREEMENT NOR THE OTHER LOAN DOCUMENTS SHALL BE
CONSTRUED TO CREATE AN AGENCY, TRUST OR OTHER FIDUCIARY RELATIONSHIP BETWEEN THE
ADMINISTRATIVE AGENT AND ANY OF THE CREDITOR PARTIES.
13.1.3
REPRESENTATIVE.
AS AN INDEPENDENT CONTRACTOR EMPOWERED BY THE
CREDITOR PARTIES TO EXERCISE CERTAIN RIGHTS AND PERFORM CERTAIN DUTIES AND
RESPONSIBILITIES HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, THE
ADMINISTRATIVE AGENT IS NEVERTHELESS A "REPRESENTATIVE" OF THE CREDITOR PARTIES,
AS THAT TERM IS DEFINED IN ARTICLE 1 OF THE UNIFORM COMMERCIAL CODE, FOR
PURPOSES OF ACTIONS FOR THE BENEFIT OF THE CREDITOR PARTIES AND THE
ADMINISTRATIVE AGENT WITH RESPECT TO ALL COLLATERAL SECURITY AND GUARANTIES
CONTEMPLATED BY THE LOAN DOCUMENTS. SUCH ACTIONS INCLUDE THE DESIGNATION OF THE
ADMINISTRATIVE AGENT AS "SECURED PARTY," "PLEDGEE" OR THE LIKE ON ALL FINANCING
STATEMENTS AND OTHER DOCUMENTS AND INSTRUMENTS, WHETHER RECORDED OR OTHERWISE,
RELATING TO THE ATTACHMENT, PERFECTION, PRIORITY OR ENFORCEMENT OF ANY SECURITY
INTERESTS, PLEDGES, MORTGAGES OR DEEDS OF TRUST IN COLLATERAL SECURITY INTENDED
TO SECURE THE PAYMENT OR PERFORMANCE OF ANY OF THE OBLIGATIONS, ALL FOR THE
BENEFIT OF THE CREDITOR PARTIES AND THE ADMINISTRATIVE AGENT.
13.1.4
REGARDING COLLATERAL.
THE ADMINISTRATIVE AGENT IS AUTHORIZED AND
DIRECTED BY THE CREDITOR PARTIES TO CONSENT TO ANY SALE OR OTHER DISPOSITION OF
COLLATERAL PERMITTED TO BE SOLD OR DISPOSED OF HEREUNDER, AND TO RELEASE ITS
LIENS ON SUCH COLLATERAL, AND THE ADMINISTRATIVE AGENT IS AUTHORIZED TO RELY ON
A CERTIFICATION FROM THE BORROWERS THAT SUCH SALE OR DISPOSITION IS PERMITTED
HEREUNDER.
13.2
EMPLOYEES, ADVISORS AND THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE
AGENT MAY EXERCISE ITS POWERS AND EXECUTE ITS DUTIES BY OR THROUGH EMPLOYEES OR
AGENTS AND SHALL BE ENTITLED TO TAKE, AND TO RELY ON, ADVICE OF COUNSEL SELECTED
BY IT IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CONCERNING ALL
MATTERS PERTAINING TO ITS RIGHTS AND DUTIES UNDER THIS CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS. THE ADMINISTRATIVE AGENT MAY UTILIZE THE SERVICES OF SUCH
PERSONS AS THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION MAY REASONABLY
DETERMINE, AND ALL REASONABLE FEES AND EXPENSES OF ANY SUCH PERSONS SHALL BE
PAID BY THE BORROWERS PURSUANT TO SECTION 14.
13.3
NO LIABILITY.
NEITHER THE ADMINISTRATIVE AGENT (IN ITS CAPACITY AS
ADMINISTRATIVE AGENT) NOR ANY OF ITS RELATED PARTIES NOR ANY OTHER PERSON
ASSISTING THEM IN THEIR DUTIES NOR ANY AGENT OR EMPLOYEE THEREOF, SHALL BE
LIABLE TO ANY CREDITOR PARTY FOR ANY WAIVER, CONSENT OR APPROVAL GIVEN OR ANY
ACTION TAKEN, OR OMITTED TO BE TAKEN, IN GOOD