LENDER UNDER THIS CREDIT AGREEMENT AND
THE LOAN DOCUMENTS, (II) AUTHORIZES AND DIRECTS AGENT BANK TO ENTER INTO THE
LOAN DOCUMENTS OTHER THAN THIS CREDIT AGREEMENT FOR THE BENEFIT OF LENDERS, 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.
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.
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 BANK FACILITIES IN
147
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