FURTHER
ACTIONS AS COLLATERAL SUB-AGENTS FOR PURPOSES OF ENFORCING SUCH LIENS OR
OTHERWISE TO TRANSFER THE COLLATERAL SUBJECT THERETO TO THE ADMINISTRATIVE
AGENT, AND EACH LENDER AND L/C ISSUER HEREBY AGREES TO TAKE SUCH FURTHER ACTIONS
TO THE EXTENT, AND ONLY TO THE EXTENT, SO AUTHORIZED AND DIRECTED.
(C)
LIMITED DUTIES.
UNDER THE LOAN DOCUMENTS, THE ADMINISTRATIVE
AGENT (I) IS ACTING SOLELY ON BEHALF OF THE LENDERS AND THE L/C ISSUERS (EXCEPT
TO THE LIMITED EXTENT PROVIDED IN SECTION 1.4(B) WITH RESPECT TO THE REGISTER
AND IN SECTION 10.11), WITH DUTIES THAT ARE ENTIRELY ADMINISTRATIVE IN NATURE,
NOTWITHSTANDING THE USE OF THE DEFINED TERM "THE ADMINISTRATIVE AGENT", THE
TERMS "AGENT", "ADMINISTRATIVE AGENT" AND "COLLATERAL AGENT" AND SIMILAR TERMS
IN ANY LOAN DOCUMENT TO REFER TO THE ADMINISTRATIVE 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 THE AGENT,
FIDUCIARY OR TRUSTEE OF OR FOR ANY LENDER, L/C ISSUER OR ANY OTHER SECURED PARTY
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 THE ADMINISTRATIVE
AGENT BASED ON THE ROLES, DUTIES AND LEGAL RELATIONSHIPS EXPRESSLY DISCLAIMED IN
CLAUSES (I) THROUGH (III) ABOVE.
(D)
THE SYNDICATION AGENT.
NOTWITHSTANDING ANYTHING ELSE TO THE
CONTRARY IN ANY LOAN DOCUMENT, THE SYNDICATION AGENT SHALL HAVE NO OBLIGATIONS,
DUTIES OR LIABILITIES
102
WHATSOEVER IN SUCH CAPACITY UNDER ANY LOAN DOCUMENT, AND NO FIDUCIARY
RELATIONSHIP SHALL HAVE BEEN CREATED BETWEEN THE SYNDICATION AGENT AND ANY LOAN
PARTY UNDER THE LOAN DOCUMENTS.
SECTION 10.2
BINDING EFFECT.
EACH LENDER AND EACH L/C ISSUER AGREES
THAT (I) ANY ACTION TAKEN BY THE ADMINISTRATIVE 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 ACTION TAKEN BY
THE ADMINISTRATIVE AGENT IN RELIANCE UPON THE INSTRUCTIONS OF REQUIRED LENDERS
(OR, WHERE SO REQUIRED, SUCH GREATER PROPORTION) AND (III) THE EXERCISE BY THE
ADMINISTRATIVE 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.
SECTION 10.3
USE OF DISCRETION.
(A)
NO ACTION WITHOUT INSTRUCTIONS.
THE ADMINISTRATIVE 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).
(B)
RIGHT NOT TO FOLLOW CERTAIN INSTRUCTIONS.
NOTWITHSTANDING
CLAUSE (A) ABOVE, THE ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO TAKE, OR TO
OMIT TO TAKE, ANY