OR
(B).
ARTICLE IX
THE ADMINISTRATIVE AGENT
SECTION 9.01.
APPOINTMENT.
EACH LENDER AND EACH ISSUING BANK HEREBY IRREVOCABLY APPOINTS, DESIGNATES AND
AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE
PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND TO EXERCISE SUCH
POWERS AND PERFORM SUCH DUTIES AS ARE EXPRESSLY DELEGATED TO IT BY THE TERMS OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, TOGETHER WITH SUCH POWERS AS ARE
REASONABLY INCIDENTAL THERETO.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY
ELSEWHERE IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, THE ADMINISTRATIVE
AGENT SHALL NOT HAVE ANY DUTIES OR RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET
FORTH HEREIN OR ANY FIDUCIARY RELATIONSHIP WITH ANY LENDER OR ANY ISSUING BANK,
AND NO IMPLIED COVENANTS, FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR
LIABILITIES SHALL BE READ INTO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
OTHERWISE EXIST AGAINST THE ADMINISTRATIVE AGENT.
SECTION 9.02.
DELEGATION OF
DUTIES.
THE ADMINISTRATIVE AGENT MAY EXECUTE ANY OF ITS DUTIES UNDER THIS
AGREEMENT AND ANY OTHER LOAN DOCUMENT BY OR THROUGH EMPLOYEES, 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 OR MISCONDUCT OF ANY AGENT OR ATTORNEY‐IN‐FACT
THAT IT SELECTS WITH REASONABLE CARE.
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SECTION 9.03.
LIABILITIES OF
AGENTS.
(A)
NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS‐IN‐FACT OR AFFILIATES SHALL BE (A)
LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT FOR ITS OWN
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), OR (B) RESPONSIBLE IN ANY MANNER TO ANY
OF THE LENDERS OR ANY ISSUING BANK FOR ANY RECITAL, STATEMENT, REPRESENTATION OR
WARRANTY MADE BY THE BORROWER OR ANY OFFICER THEREOF CONTAINED IN THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR IN ANY CERTIFICATE, REPORT, STATEMENT 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 LOAN DOCUMENT OR FOR
THE VALUE OF ANY COLLATERAL OR THE VALIDITY, EFFECTIVENESS, GENUINENESS,
ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
FOR ANY FAILURE OF THE BORROWER TO PERFORM ITS OBLIGATIONS HEREUNDER OR
THEREUNDER.
THE ADMINISTRATIVE AGENT SHALL NOT BE UNDER ANY OBLIGATION TO ANY
LENDER OR ISSUING BANK 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 LOAN DOCUMENT, OR TO INSPECT THE PROPERTIES, BOOKS OR
RECORDS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES.
(B)
EACH PARTY TO THIS AGREEMENT
ACKNOWLEDGES THAT NONE OF THE SYNDICATION AGENT, THE DOCUMENTATION AGENT OR ANY
OF THE CO-DOCUMENTATION AGENTS SHALL HAVE ANY DUTIES, RESPONSIBILITIES,
OBLIGATIONS OR AUTHORITY UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN SUCH
CAPACITY.
SECTION 9.04.
RELIANCE BY
ADMINISTRATIVE AGENT.
(A)
THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO