AND
(III) AUTHORIZES AGENT BANK TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE
PROVISIONS OF THIS CREDIT AGREEMENT AND THE LOAN DOCUMENTS AND TO EXERCISE SUCH
POWERS AS ARE SET FORTH HEREIN OR THEREIN, TOGETHER WITH SUCH OTHER POWERS AS
ARE REASONABLY INCIDENTAL THERETO, SUBJECT TO THE LIMITATIONS REFERRED TO IN
SECTIONS 9.10(A) AND 9.10(B).
AGENT BANK AGREES TO ACT AS SUCH ON THE EXPRESS
CONDITIONS CONTAINED IN THIS ARTICLE IX.
B.
THE PROVISIONS OF THIS ARTICLE IX ARE
SOLELY FOR THE BENEFIT OF AGENT BANK AND LENDERS, AND BORROWERS SHALL NOT HAVE
ANY RIGHTS TO RELY ON OR ENFORCE ANY OF THE PROVISIONS HEREOF (OTHER THAN AS SET
FORTH IN THE PROVISIONS OF SECTIONS 9.03, 9.09 AND 10.10), PROVIDED, HOWEVER,
THAT THE FOREGOING SHALL IN NO WAY LIMIT BORROWERS' OBLIGATIONS UNDER THIS
ARTICLE IX.
IN PERFORMING ITS FUNCTIONS AND DUTIES UNDER THIS CREDIT AGREEMENT,
AGENT BANK SHALL ACT SOLELY AS AGENT BANK OF LENDERS AND DOES NOT ASSUME AND
SHALL NOT BE DEEMED TO HAVE ASSUMED ANY OBLIGATION TOWARD OR RELATIONSHIP OF
AGENCY OR TRUST WITH OR FOR BORROWERS OR ANY OTHER PERSON.
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SECTION 9.02.
NATURE OF DUTIES.
AGENT BANK SHALL
NOT HAVE ANY DUTIES OR RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS
CREDIT AGREEMENT OR IN THE LOAN DOCUMENTS.
THE DUTIES OF AGENT BANK SHALL BE
ADMINISTRATIVE IN NATURE.
SUBJECT TO THE PROVISIONS OF SECTIONS 9.05 AND 9.07,
AGENT BANK SHALL ADMINISTER THE CREDIT FACILITY IN THE SAME MANNER AS IT
ADMINISTERS ITS OWN LOANS.
PROMPTLY FOLLOWING THE EFFECTIVENESS OF THIS CREDIT
AGREEMENT, AGENT BANK SHALL SEND TO EACH LENDER A DUPLICATE EXECUTED ORIGINAL,
TO THE EXTENT THE SAME ARE AVAILABLE IN SUFFICIENT NUMBERS, OF THE CREDIT
AGREEMENT AND A COPY OF EACH OTHER LOAN DOCUMENT IN FAVOR OF LENDERS AND A COPY
OF THE FILED OR RECORDED SECURITY DOCUMENTATION, WITH THE ORIGINALS OF THE
LATTER TO BE HELD AND RETAINED BY AGENT BANK FOR THE BENEFIT OF ALL LENDERS.
AGENT BANK SHALL NOT HAVE BY REASON OF THIS CREDIT AGREEMENT A FIDUCIARY
RELATIONSHIP IN RESPECT OF ANY LENDER.
NOTHING IN THIS CREDIT AGREEMENT OR ANY
OF THE LOAN DOCUMENTS, EXPRESSED OR IMPLIED, IS INTENDED OR SHALL BE CONSTRUED
TO IMPOSE UPON AGENT BANK ANY OBLIGATION IN RESPECT OF THIS CREDIT AGREEMENT OR
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 AND THE COLLATERAL IN CONNECTION WITH THE MAKING
AND THE CONTINUANCE OF THE CREDIT FACILITY HEREUNDER AND SHALL MAKE ITS OWN
APPRAISAL OF THE CREDITWORTHINESS OF THE BORROWERS AND THE COLLATERAL, AND,
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, AGENT BANK 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 THE CLOSING DATE OR AT ANY TIME OR TIMES THEREAFTER.
SECTION 9.03.
DISBURSEMENT OF BORROWINGS.
A.
NOT LATER THAN