IBP IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS.
SECTION 8.02.
REMEDIES.
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, THE ADMINISTRATIVE AGENT SHALL AT THE REQUEST OF, OR MAY WITH THE
CONSENT OF, THE MAJORITY LENDERS:
(A)
DECLARE THE COMMITMENT OF EACH LENDER TO BE TERMINATED, WHEREUPON SUCH
COMMITMENT SHALL FORTHWITH BE TERMINATED; AND/OR
(B)
DECLARE THE UNPAID PRINCIPAL AMOUNT OF ALL OUTSTANDING LOANS, ALL INTEREST
ACCRUED AND UNPAID THEREON AND ALL OTHER OBLIGATIONS PAYABLE HEREUNDER OR UNDER
ANY OTHER LOAN DOCUMENT TO BE IMMEDIATELY DUE AND PAYABLE, WHEREUPON THE LOANS,
ALL SUCH INTEREST AND ALL SUCH OBLIGATIONS SHALL BECOME AND BE FORTHWITH DUE AND
PAYABLE WITHOUT
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PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE
HEREBY EXPRESSLY WAIVED BY THE BORROWER;
provided, however, that upon the occurrence of any event specified in Section
8.01(f) or (g) with respect to the Borrower, the Commitment of each Lender to
make Loans shall automatically terminate and the unpaid principal amount of all
outstanding Loans and all interest accrued thereon and all other Obligations
shall automatically become due and payable without further action of the
Administrative Agent or any Lender.
SECTION 8.03.
RIGHTS NOT EXCLUSIVE.
THE RIGHTS PROVIDED FOR IN THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY OTHER
RIGHTS, POWERS, PRIVILEGES OR REMEDIES PROVIDED BY LAW OR IN EQUITY, OR UNDER
ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT NOW EXISTING OR HEREAFTER ARISING.
ARTICLE IX
THE ADMINISTRATIVE AGENT
SECTION 9.01.
APPOINTMENT.
EACH LENDER 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, 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.
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