AND TO EXERCISE SUCH POWERS AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH ALL SUCH
ACTIONS AND POWERS THAT ARE REASONABLY INCIDENTAL THERETO.
THE ADMINISTRATIVE
AGENT MAY PERFORM ANY OF ITS DUTIES HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS
BY OR THROUGH ANY ONE OR MORE SUB-AGENTS OR ATTORNEYS-IN-FACT APPOINTED BY THE
75
ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT AND ANY SUCH SUB-AGENT OR
ATTORNEY-IN-FACT MAY PERFORM ANY AND ALL OF ITS DUTIES AND EXERCISE ITS RIGHTS
AND POWERS THROUGH THEIR RESPECTIVE RELATED PARTIES.
THE EXCULPATORY PROVISIONS
SET FORTH IN THIS ARTICLE SHALL APPLY TO ANY SUCH SUB-AGENT OR ATTORNEY-IN-FACT
AND THE RELATED PARTIES OF THE ADMINISTRATIVE AGENT, ANY SUCH SUB-AGENT AND ANY
SUCH ATTORNEY-IN-FACT AND SHALL APPLY TO THEIR RESPECTIVE ACTIVITIES IN
CONNECTION WITH THE SYNDICATION OF THE CREDIT FACILITIES PROVIDED FOR HEREIN AS
WELL AS ACTIVITIES AS ADMINISTRATIVE AGENT.
(B)
THE ISSUING BANK SHALL ACT ON BEHALF OF THE
LENDERS WITH RESPECT TO ANY LETTERS OF CREDIT ISSUED BY IT AND THE DOCUMENTS
ASSOCIATED THEREWITH UNTIL SUCH TIME AND EXCEPT FOR SO LONG AS THE
ADMINISTRATIVE AGENT MAY AGREE AT THE REQUEST OF THE REQUIRED LENDERS TO ACT FOR
THE ISSUING BANK WITH RESPECT THERETO; PROVIDED, THAT THE ISSUING BANK SHALL
HAVE ALL THE BENEFITS AND IMMUNITIES (I) PROVIDED TO THE ADMINISTRATIVE AGENT IN
THIS ARTICLE WITH RESPECT TO ANY ACTS TAKEN OR OMISSIONS SUFFERED BY THE ISSUING
BANK IN CONNECTION WITH LETTERS OF CREDIT ISSUED BY IT OR PROPOSED TO BE ISSUED
BY IT AND THE APPLICATION AND AGREEMENTS FOR LETTERS OF CREDIT PERTAINING TO THE
LETTERS OF CREDIT AS FULLY AS IF THE TERM "ADMINISTRATIVE AGENT" AS USED IN THIS
ARTICLE INCLUDED THE ISSUING BANK WITH RESPECT TO SUCH ACTS OR OMISSIONS AND
(II) AS ADDITIONALLY PROVIDED IN THIS AGREEMENT WITH RESPECT TO THE ISSUING
BANK.
SECTION 9.2.
NATURE OF DUTIES OF ADMINISTRATIVE
AGENT.
THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTIES OR OBLIGATIONS EXCEPT
THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (A) THE ADMINISTRATIVE AGENT
SHALL NOT BE SUBJECT TO ANY FIDUCIARY OR OTHER IMPLIED DUTIES, REGARDLESS OF
WHETHER A DEFAULT OR AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, (B) THE
ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY TO TAKE ANY DISCRETIONARY ACTION OR
EXERCISE ANY DISCRETIONARY POWERS, EXCEPT THOSE DISCRETIONARY RIGHTS AND POWERS
EXPRESSLY CONTEMPLATED BY THE LOAN DOCUMENTS THAT THE ADMINISTRATIVE AGENT IS
REQUIRED TO EXERCISE IN WRITING BY THE REQUIRED LENDERS (OR SUCH OTHER NUMBER OR
PERCENTAGE OF THE LENDERS AS SHALL BE NECESSARY UNDER THE CIRCUMSTANCES AS
PROVIDED IN SECTION 10.2), AND (C) EXCEPT AS EXPRESSLY SET FORTH IN THE LOAN
DOCUMENTS, THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY TO DISCLOSE, AND
SHALL NOT BE LIABLE FOR THE FAILURE TO DISCLOSE, ANY INFORMATION RELATING TO THE
BORROWER OR ANY OF ITS SUBSIDIARIES THAT IS COMMUNICATED TO OR OBTAINED BY THE
ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES