RIGHTS AND REMEDIES AND PERFORM SUCH DUTIES BY OR THROUGH
ITS AGENTS OR EMPLOYEES.
ADMINISTRATIVE AGENT SHALL NOT HAVE, BY REASON OF THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, A FIDUCIARY RELATIONSHIP IN
RESPECT OF ANY LENDER, ANY ISSUING LENDER, HOLDINGS OR COMPANY.
NOTHING IN THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, EXPRESSED OR IMPLIED, IS INTENDED
TO OR SHALL BE SO CONSTRUED AS TO IMPOSE UPON ADMINISTRATIVE AGENT ANY
OBLIGATIONS IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
EXCEPT AS EXPRESSLY SET FORTH HEREIN OR THEREIN.
B.
NO RESPONSIBILITY FOR CERTAIN MATTERS.
ADMINISTRATIVE AGENT SHALL
NOT BE RESPONSIBLE TO ANY LENDER OR ANY ISSUING LENDER FOR THE EXECUTION,
EFFECTIVENESS, GENUINENESS, VALIDITY, ENFORCEABILITY, COLLECTIBILITY OR
SUFFICIENCY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR FOR ANY
REPRESENTATIONS, WARRANTIES, RECITALS OR STATEMENTS MADE HEREIN OR THEREIN OR
MADE IN ANY WRITTEN OR ORAL STATEMENTS OR IN ANY FINANCIAL OR OTHER STATEMENTS,
INSTRUMENTS, REPORTS OR CERTIFICATES OR ANY OTHER DOCUMENTS FURNISHED OR MADE BY
ADMINISTRATIVE AGENT TO LENDERS OR ISSUING LENDERS OR BY OR ON BEHALF OF COMPANY
TO ADMINISTRATIVE AGENT OR ANY LENDER OR ANY ISSUING LENDER IN CONNECTION WITH
THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY OR FOR THE
FINANCIAL CONDITION OR BUSINESS AFFAIRS OF COMPANY OR ANY OTHER PERSON LIABLE
FOR THE PAYMENT OF ANY OBLIGATIONS, NOR SHALL ADMINISTRATIVE AGENT BE REQUIRED
TO ASCERTAIN OR INQUIRE AS TO (I) THE CONTENTS OF ANY CERTIFICATE, REPORT OR
OTHER DOCUMENT DELIVERED HEREUNDER OR THEREUNDER OR (II) THE PERFORMANCE OR
OBSERVANCE OF ANY OF THE TERMS, CONDITIONS, PROVISIONS, COVENANTS OR AGREEMENTS
CONTAINED IN ANY OF THE LOAN DOCUMENTS OR AS TO THE USE OF THE PROCEEDS OF THE
LOANS OR THE USE OF THE LETTERS OF CREDIT OR AS TO THE EXISTENCE OR POSSIBLE
EXISTENCE OF ANY EVENT OF DEFAULT OR POTENTIAL EVENT OF DEFAULT.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY,
ADMINISTRATIVE AGENT SHALL NOT HAVE ANY LIABILITY ARISING FROM CONFIRMATIONS OF
THE AMOUNT OF OUTSTANDING LOANS OR THE LETTER OF CREDIT USAGE OR THE COMPONENT
AMOUNTS THEREOF.
ADMINISTRATIVE AGENT SHALL BE DEEMED NOT TO HAVE KNOWLEDGE OF
ANY EVENT OF DEFAULT OR POTENTIAL EVENT OF DEFAULT UNLESS AND UNTIL WRITTEN
NOTICE DESCRIBING SUCH EVENT OF DEFAULT OR POTENTIAL EVENT OF DEFAULT IS GIVEN
TO ADMINISTRATIVE AGENT BY COMPANY, HOLDINGS, ANY LENDER OR ANY ISSUING LENDER.
IN DETERMINING COMPLIANCE WITH ANY CONDITION HEREUNDER TO THE MAKING OF A LOAN,
OR THE ISSUANCE OF A LETTER OF CREDIT, THAT BY ITS TERMS MUST BE FULFILLED TO
THE SATISFACTION OF A LENDER OR ISSUING LENDER, ADMINISTRATIVE AGENT MAY PRESUME
THAT SUCH CONDITION IS SATISFACTORY TO SUCH LENDER OR ISSUING LENDER UNLESS
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE TO THE CONTRARY FROM SUCH LENDER
OR ISSUING LENDER PRIOR TO THE MAKING OF SUCH LOAN OR THE ISSUANCE OF SUCH
LETTER OF CREDIT.
ADMINISTRATIVE AGENT SHALL NOT, EXCEPT AS EXPRESSLY SET FORTH
HEREIN AND IN THE OTHER LOAN DOCUMENTS, HAVE ANY DUTY TO