OTHER PROGRAM AGREEMENT OR OTHERWISE EXIST BY ANY BUYER AGAINST
THE ADMINISTRATIVE AGENT.
THE DESIGNATION AND APPOINTMENT OF THE ADMINISTRATIVE
AGENT SHALL NOT RELEASE ANY BUYER FROM ITS OBLIGATIONS UNDER THIS AGREEMENT.
B.
DELEGATION OF DUTIES.
THE ADMINISTRATIVE AGENT MAY EXECUTE ANY
OF ITS DUTIES UNDER THIS AGREEMENT AND THE OTHER PROGRAM AGREEMENTS BY OR
THROUGH AGENTS OR ATTORNEYS-IN- FACT AND SHALL BE ENTITLED TO ADVICE OF COUNSEL
CONCERNING ALL MATTERS PERTAINING TO SUCH DUTIES.
THE ADMINISTRATIVE AGENT
SHALL NOT BE RESPONSIBLE FOR THE NEGLIGENCE TO MISCONDUCT OF ANY AGENTS OR
ATTORNEYS-IN-FACT SELECTED BY IT WITH REASONABLE CARE.
C.
EXCULPATORY PROVISIONS.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY
OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES
SHALL BE (I) LIABLE FOR ANY ACTION LAWFULLY TAKEN OR OMITTED TO BE TAKEN BY IT
OR SUCH PERSON UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER PROGRAM
AGREEMENT (EXCEPT FOR ITS OR SUCH PERSON'S OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT) OR (II) RESPONSIBLE IN ANY MANNER TO ANY OF THE BUYERS FOR ANY
RECITALS STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY THE SELLERS OR ANY
OFFICER THEREOF CONTAINED IN THIS AGREEMENT OR ANY OTHER PROGRAM AGREEMENT OR IN
ANY CERTIFICATE, REPORT, STATEMENTS OR OTHER DOCUMENT REFERRED TO OR PROVIDED
FOR IN, OR RECEIVED BY THE ADMINISTRATIVE AGENT UNDER OR IN CONNECTION WITH,
THIS AGREEMENT OR ANY OTHER PROGRAM AGREEMENT OR FOR THE VALUE, VALIDITY,
EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT OR
ANY OTHER PROGRAM AGREEMENT OR FOR ANY FAILURE OF THE SELLERS TO PERFORM THEIR
OBLIGATIONS HEREUNDER OR THEREUNDER.
THE ADMINISTRATIVE AGENT SHALL NOT BE
UNDER ANY OBLIGATION TO ANY BUYER TO ASCERTAIN OR TO INQUIRE AS TO THE
OBSERVANCE OR PERFORMANCE OF ANY OF THE AGREEMENTS CONTAINED IN, OR CONDITIONS
OF, THIS AGREEMENT OR ANY OTHER PROGRAM AGREEMENT, OR TO INSPECT THE PROPERTIES,
BOOKS OR RECORDS OF THE SELLERS.
THE PARTIES EXPRESSLY ACKNOWLEDGE THAT
(A) ADMINISTRATIVE AGENT'S OBLIGATIONS UNDER THE AGREEMENT SHALL NOT INCLUDE A
GUARANTEE OF PERFORMANCE BY ITS PRINCIPAL OR PRINCIPALS AND (B) THE OTHER
PARTY'S REMEDIES SHALL NOT INCLUDE A RIGHT OF SETOFF IN RESPECT OF RIGHTS OR
OBLIGATIONS, IF ANY, OF ADMINISTRATIVE AGENT ARISING IN OTHER TRANSACTIONS IN
WHICH ADMINISTRATIVE AGENT IS ACTING AS PRINCIPAL.
60
D.
RELIANCE BY ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT SHALL
BE ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED IN RELYING, UPON ANY
TRANSACTION REQUEST, WRITING, RESOLUTION, NOTICE, CONSENT, CERTIFICATE,
AFFIDAVIT, LETTER, CABLEGRAM, TELEGRAM, TELECOPY, TELEX, OR TELETYPE MESSAGE,
STATEMENT, ORDER OR OTHER DOCUMENT OR CONVERSATION BELIEVED BY IT TO BE GENUINE
AND CORRECT AND TO HAVE BEEN SIGNED, SENT OR MADE BY THE PROPER PERSON OR
PERSONS AND UPON ADVICE AND STATEMENTS OF LEGAL COUNSEL (INCLUDING COUNSEL TO
THE SELLERS OR ANY OTHER PARTY TO THIS AGREEMENT), INDEPENDENT ACCOUNTANTS AND
OTHER EXPERTS SELECTED BY THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT
SHALL BE FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE ANY ACTION UNDER THIS
AGREEMENT OR ANY OTHER PROGRAM AGREEMENT UNLESS IT SHALL FIRST RECEIVE SUCH
ADVICE OR