BE DEEMED IRREVOCABLY TO AUTHORIZE, ADMINISTRATIVE
AGENT TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS HEREOF, THE OTHER
LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, TO GIVE NOTICES AND TAKE SUCH
ACTIONS ON BEHALF OF THE REQUIRED LENDERS AS ARE CONSENTED TO IN WRITING BY THE
REQUIRED LENDERS OR ALL LENDERS, AS THE CASE MAY BE) AND ANY OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS REFERRED TO HEREIN OR THEREIN AND TO EXERCISE SUCH
POWERS HEREUNDER AND THEREUNDER AS ARE SPECIFICALLY DELEGATED TO ADMINISTRATIVE
AGENT BY THE TERMS HEREOF AND THEREOF AND SUCH OTHER POWERS AS ARE REASONABLY
INCIDENTAL THERETO.
ADMINISTRATIVE AGENT MAY PERFORM ANY OF ITS DUTIES
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, BY OR THROUGH ITS OFFICERS,
DIRECTORS, AGENTS, EMPLOYEES OR AFFILIATES.
12.2
NATURE OF DUTIES.
ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTIES
OR RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
THE
DUTIES OF ADMINISTRATIVE AGENT SHALL BE MECHANICAL AND ADMINISTRATIVE IN
NATURE.
EACH LENDER HEREBY ACKNOWLEDGES AND AGREES THAT, ADMINISTRATIVE AGENT
SHALL NOT HAVE, BY REASON OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, A
FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY LENDER.
NOTHING IN ANY OF THE
LOAN DOCUMENTS, EXPRESSED OR IMPLIED, IS INTENDED TO OR SHALL BE SO CONSTRUED AS
TO IMPOSE UPON ADMINISTRATIVE AGENT ANY OBLIGATIONS IN RESPECT OF ANY OF THE
LOAN DOCUMENTS EXCEPT AS EXPRESSLY SET FORTH HEREIN OR THEREIN.
EACH LENDER
SHALL MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND
AFFAIRS OF THE BORROWERS IN CONNECTION WITH THE MAKING AND THE CONTINUANCE OF
THE LOANS HEREUNDER AND SHALL MAKE ITS OWN APPRAISAL OF THE
120
CREDIT WORTHINESS OF THE BORROWERS, AND ADMINISTRATIVE AGENT SHALL NOT HAVE ANY
DUTY OR RESPONSIBILITY, EITHER INITIALLY OR ON A CONTINUING BASIS, TO PROVIDE
ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION WITH RESPECT THERETO, WHETHER
COMING INTO ITS POSSESSION BEFORE MAKING OF THE LOANS OR AT ANY TIME OR TIMES
THEREAFTER.
EXCEPT AS EXPRESSLY SET FORTH IN THE LOAN DOCUMENTS, ADMINISTRATIVE
AGENT SHALL NOT HAVE ANY DUTY TO DISCLOSE, AND SHALL NOT BE LIABLE FOR THE
FAILURE TO DISCLOSE, ANY INFORMATION RELATING TO ANY OF THE BORROWERS OR ANY OF
THEIR SUBSIDIARIES THAT IS COMMUNICATED TO OR OBTAINED BY THE FINANCIAL
INSTITUTION SERVING AS ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES IN ANY
CAPACITY. ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY EACH LENDER AT ANY TIME THAT
THE REQUIRED LENDERS HAVE INSTRUCTED IT TO ACT OR REFRAIN FROM ACTING PURSUANT
TO ARTICLE X.
12.3
RIGHTS, EXCULPATION, ETC.
NEITHER ADMINISTRATIVE AGENT NOR ANY OF
ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR AFFILIATES SHALL BE LIABLE TO ANY
LENDER FOR ANY ACTION TAKEN OR OMITTED BY IT HEREUNDER OR UNDER ANY OF THE LOAN
DOCUMENTS, OR IN CONNECTION HEREWITH OR THEREWITH, UNLESS CAUSED BY ITS OR THEIR
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
ADMINISTRATIVE AGENT SHALL NOT BE
RESPONSIBLE TO ANY LENDER FOR ANY RECITALS, STATEMENTS, REPRESENTATIONS OR
WARRANTIES HEREIN OR FOR THE EXECUTION, EFFECTIVENESS, GENUINENESS, VALIDITY,
ENFORCEABILITY, COLLECTIBILITY, OR SUFFICIENCY OF ANY OF THE LOAN