OTHER IMPLIED (OR EXPRESS) OBLIGATIONS
ARISING UNDER AGENCY DOCTRINE OF ANY APPLICABLE LAW. INSTEAD, SUCH TERM IS USED
MERELY AS A MATTER OF MARKET CUSTOM, AND IS INTENDED TO CREATE OR REFLECT ONLY
AN ADMINISTRATIVE RELATIONSHIP BETWEEN INDEPENDENT CONTRACTING PARTIES.
(B)
EACH L/C ISSUER SHALL ACT ON BEHALF OF THE
LENDERS WITH RESPECT TO ANY LETTERS OF CREDIT ISSUED BY IT AND THE DOCUMENTS
ASSOCIATED THEREWITH, AND EACH L/C ISSUER SHALL HAVE ALL OF THE BENEFITS AND
IMMUNITIES (I) PROVIDED TO THE ADMINISTRATIVE AGENT IN THIS ARTICLE IX WITH
RESPECT TO ANY ACTS TAKEN OR OMISSIONS SUFFERED BY SUCH L/C ISSUER IN CONNECTION
WITH LETTERS OF CREDIT ISSUED BY IT OR PROPOSED TO BE ISSUED BY IT AND THE
APPLICATIONS AND AGREEMENTS FOR LETTERS OF CREDIT PERTAINING TO SUCH LETTERS OF
CREDIT AS FULLY AS IF THE TERM "ADMINISTRATIVE AGENT" AS USED IN THIS ARTICLE IX
AND IN THE DEFINITION OF "AGENT-RELATED PERSON" INCLUDED SUCH L/C ISSUER WITH
RESPECT TO SUCH ACTS OR OMISSIONS, AND (II) AS ADDITIONALLY PROVIDED HEREIN WITH
RESPECT TO SUCH L/C ISSUER.
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9.02
DELEGATION OF DUTIES. THE ADMINISTRATIVE AGENT
MAY EXECUTE ANY OF ITS DUTIES UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY
OR THROUGH AGENTS, EMPLOYEES OR ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO
ADVICE OF COUNSEL AND OTHER CONSULTANTS OR EXPERTS 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 IN
THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
9.03
LIABILITY OF ADMINISTRATIVE AGENT. NO AGENT-RELATED
PERSON SHALL (A) BE 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 OR
THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), OR
(B) BE RESPONSIBLE IN ANY MANNER TO ANY LENDER OR PARTICIPANT FOR ANY RECITAL,
STATEMENT, REPRESENTATION OR WARRANTY MADE BY ANY LOAN PARTY OR ANY OFFICER
THEREOF, CONTAINED HEREIN OR IN 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 THE VALIDITY, EFFECTIVENESS, GENUINENESS, ENFORCEABILITY
OR SUFFICIENCY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR ANY FAILURE
OF ANY LOAN PARTY OR ANY OTHER PARTY TO ANY LOAN DOCUMENT TO PERFORM ITS
OBLIGATIONS HEREUNDER OR THEREUNDER. NO AGENT-RELATED PERSON SHALL BE UNDER ANY
OBLIGATION TO ANY LENDER OR PARTICIPANT 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 ANY LOAN PARTY OR ANY AFFILIATE THEREOF.
9.04
RELIANCE BY ADMINISTRATIVE AGENT.
(A)
THE ADMINISTRATIVE AGENT SHALL BE ENTITLED
TO RELY, AND SHALL BE FULLY PROTECTED IN