AGENT" AND "TERM LOAN AGENT" UNDER (AND AS
SUCH TERMS ARE DEFINED IN) THE INTERCREDITOR AGREEMENT, (II) SUCH LENDER WILL BE
BOUND BY THE TERMS OF THE INTERCREDITOR AGREEMENT AS A "TERM LOAN LENDER" AND AS
A "LENDER" THEREUNDER, (III) CERTAIN OF THE COLLATERAL GRANTED UNDER THE
COLLATERAL DOCUMENTS WILL BE SUBJECT TO THE PRIOR LIEN IN FAVOR OF THE
"REVOLVING CREDIT AGENT" AS SPECIFIED IN THE INTERCREDITOR AGREEMENT, AND (IV)
THE ADMINISTRATIVE AGENT MAY EXERCISE RIGHTS TO PURCHASE "REVOLVING LOAN DEBT"
AS CONTEMPLATED BY THE INTERCREDITOR AGREEMENT (INCLUDING, WITHOUT LIMITATION,
DESIGNATING "DESIGNATED TERM PURCHASER(S)" TO PURCHASE THE "REVOLVING LOAN
DEBT") IN ACCORDANCE WITH A REQUEST OR CONSENT OF THE REQUIRED LENDERS, AND SUCH
REQUEST AND ANY ACTION TAKEN OR FAILURE TO ACT PURSUANT THERETO SHALL BE BINDING
UPON ALL THE LENDERS; PROVIDED THAT NO SUCH REQUEST OR CONSENT SHALL REQUIRE THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER PERSON TO PURCHASE ANY PORTION OF
THE "REVOLVING LOAN DEBT" AS CONTEMPLATED BY THE INTERCREDITOR AGREEMENT WITHOUT
THE WRITTEN CONSENT OF SUCH ADMINISTRATIVE AGENT, LENDER OR OTHER PERSON.
SECTION 9.02
DELEGATION OF DUTIES.
THE ADMINISTRATIVE AGENT MAY EXECUTE ANY OF
ITS DUTIES HEREUNDER OR UNDER THE OTHER TERM LOAN DOCUMENTS BY OR THROUGH
AGENTS, EMPLOYEES OR ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO ADVICE OF
COUNSEL AND OTHER CONSULTANTS OR EXPERTS 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 IN
THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
SECTION 9.03
EXCULPATORY PROVISIONS.
NO AGENT-RELATED PERSON SHALL BE (I)
LIABLE FOR ANY ACTION LAWFULLY TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER
OR IN CONNECTION HEREWITH OR IN CONNECTION WITH ANY OF THE OTHER TERM LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
93
THEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION
WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN) OR (II) RESPONSIBLE IN ANY MANNER TO
ANY OF THE LENDERS OR PARTICIPANTS FOR ANY RECITALS, STATEMENTS, REPRESENTATIONS
OR WARRANTIES MADE BY ANY OF THE LOAN PARTIES CONTAINED HEREIN OR IN ANY OF THE
OTHER TERM LOAN DOCUMENTS OR IN ANY CERTIFICATE, REPORT, DOCUMENT, FINANCIAL
STATEMENT OR OTHER WRITTEN OR ORAL STATEMENT REFERRED TO OR PROVIDED FOR IN, OR
RECEIVED BY AN AGENT UNDER OR IN CONNECTION HEREWITH OR IN CONNECTION WITH THE
OTHER TERM LOAN DOCUMENTS, OR ENFORCEABILITY OR SUFFICIENCY THEREFOR OF ANY OF
THE OTHER TERM LOAN DOCUMENTS, OR FOR ANY FAILURE OF ANY LOAN PARTY TO PERFORM
ITS OBLIGATIONS HEREUNDER OR THEREUNDER.
NO AGENT-RELATED PERSON SHALL BE UNDER
ANY OBLIGATION TO ANY LENDER OR PARTICIPANT OR BE REQUIRED TO ASCERTAIN OR
INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS, CONDITIONS,
PROVISIONS, COVENANTS OR AGREEMENTS CONTAINED HEREIN OR THEREIN OR AS TO THE USE
OF THE PROCEEDS OF THE LOANS OR OF THE EXISTENCE OR POSSIBLE EXISTENCE OF ANY
DEFAULT OR EVENT OF DEFAULT OR TO INSPECT THE PROPERTIES, BOOKS OR