WITH
DUTIES THAT ARE ENTIRELY ADMINISTRATIVE IN NATURE, NOTWITHSTANDING THE USE OF
THE DEFINED TERM "AGENT", THE TERMS "AGENT", "AGENT" AND "COLLATERAL AGENT" AND
SIMILAR TERMS IN ANY LOAN DOCUMENT TO REFER TO AGENT, WHICH TERMS ARE USED FOR
TITLE PURPOSES ONLY, (II) IS NOT ASSUMING ANY OBLIGATION UNDER ANY LOAN DOCUMENT
OTHER THAN AS EXPRESSLY SET FORTH THEREIN OR ANY ROLE AS AGENT, FIDUCIARY OR
TRUSTEE OF OR FOR ANY LENDER, L/C ISSUER OR ANY OTHER PERSON AND (III) SHALL
HAVE NO IMPLIED FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR OTHER
LIABILITIES UNDER ANY LOAN DOCUMENT, AND EACH LENDER AND L/C ISSUER HEREBY
WAIVES AND AGREES NOT TO ASSERT ANY CLAIM AGAINST AGENT BASED ON THE ROLES,
DUTIES AND LEGAL RELATIONSHIPS EXPRESSLY DISCLAIMED IN CLAUSES (I) THROUGH (III)
ABOVE.
(D)
BINDING EFFECT.
EACH LENDER AND EACH L/C ISSUER AGREES THAT (I)
ANY ACTION TAKEN BY AGENT OR THE REQUIRED LENDERS (OR, IF EXPRESSLY REQUIRED
HEREBY, A GREATER PROPORTION OF THE LENDERS) IN ACCORDANCE WITH THE PROVISIONS
OF THE LOAN DOCUMENTS, (II) ANY
66
ACTION TAKEN BY AGENT IN RELIANCE UPON THE INSTRUCTIONS OF REQUIRED LENDERS (OR,
WHERE SO REQUIRED, SUCH GREATER PROPORTION) AND (III) THE EXERCISE BY AGENT OR
THE REQUIRED LENDERS (OR, WHERE SO REQUIRED, SUCH GREATER PROPORTION) OF THE
POWERS SET FORTH HEREIN OR THEREIN, TOGETHER WITH SUCH OTHER POWERS AS ARE
REASONABLY INCIDENTAL THERETO, SHALL BE AUTHORIZED AND BINDING UPON ALL OF THE
SECURED PARTIES.
(E)
USE OF DISCRETION; NO ACTION WITHOUT INSTRUCTIONS.
AGENT SHALL NOT BE REQUIRED TO EXERCISE ANY DISCRETION OR TAKE, OR TO OMIT TO
TAKE, ANY ACTION, INCLUDING WITH RESPECT TO ENFORCEMENT OR COLLECTION, EXCEPT
ANY ACTION IT IS REQUIRED TO TAKE OR OMIT TO TAKE (I) UNDER ANY LOAN DOCUMENT OR
(II) PURSUANT TO INSTRUCTIONS FROM THE REQUIRED LENDERS (OR, WHERE EXPRESSLY
REQUIRED BY THE TERMS OF THIS AGREEMENT, A GREATER PROPORTION OF THE LENDERS).
(F)
RIGHT NOT TO FOLLOW CERTAIN INSTRUCTIONS.
NOTWITHSTANDING CLAUSE (A) ABOVE, AGENT SHALL NOT BE REQUIRED TO TAKE, OR TO
OMIT TO TAKE, ANY ACTION (I) UNLESS, UPON DEMAND, AGENT RECEIVES AN
INDEMNIFICATION SATISFACTORY TO IT FROM THE LENDERS (OR, TO THE EXTENT
APPLICABLE AND ACCEPTABLE TO AGENT, ANY OTHER PERSON) AGAINST ALL LIABILITIES
THAT, BY REASON OF SUCH ACTION OR OMISSION, MAY BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST AGENT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS
THEREOF OR (II) THAT IS, IN THE OPINION OF AGENT OR ITS COUNSEL, CONTRARY TO ANY
LOAN DOCUMENT OR APPLICABLE REQUIREMENT OF LAW.
(G)
DELEGATION OF RIGHTS AND DUTIES.
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 VIII TO THE EXTENT PROVIDED BY
AGENT.
(H)
RIGHTS, EXCULPATION, ETC.
NEITHER AGENT NOR ANY