in full, to the Borrower or as otherwise required by Law.
Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fourth above shall be
applied to satisfy drawings under such Letters of Credit as they occur.
If any
amount remains on deposit as cash collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.
ARTICLE X
AGENTS
10.01
Appointment and Authorization of Administrative Agent and
Collateral Agent.
(A)
EACH OF THE LENDERS AND THE L/C ISSUER HEREBY IRREVOCABLY APPOINTS
JPMCB TO ACT ON ITS BEHALF AS THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT
HEREUNDER AND UNDER THE OTHER CREDIT DOCUMENTS AND AUTHORIZES EACH OF THE
ADMINISTRATIVE AGENT AND COLLATERAL AGENT TO TAKE SUCH ACTIONS ON ITS BEHALF AND
TO EXERCISE SUCH POWERS AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT OR THE
COLLATERAL AGENT, AS THE CASE MAY BE, BY THE TERMS HEREOF OR THEREOF, TOGETHER
WITH SUCH ACTIONS AND POWERS AS ARE REASONABLY INCIDENTAL THERETO.
THE
PROVISIONS OF THIS ARTICLE ARE SOLELY FOR THE BENEFIT OF THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENT, THE LENDERS AND THE L/C ISSUER, AND NEITHER THE
BORROWER NOR ANY OTHER CREDIT PARTY SHALL HAVE RIGHTS AS A THIRD PARTY
BENEFICIARY OF ANY OF SUCH PROVISIONS.
(B)
EACH LENDER HEREBY IRREVOCABLY APPOINTS, DESIGNATES AND AUTHORIZES
THE COLLATERAL AGENT TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS OF
THIS CREDIT AGREEMENT AND EACH COLLATERAL DOCUMENT AND TO EXERCISE SUCH POWERS
AND PERFORM SUCH DUTIES AS ARE EXPRESSLY
124
DELEGATED TO IT BY THE TERMS OF THIS CREDIT AGREEMENT OR ANY COLLATERAL
DOCUMENT, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO.
IN
THIS CONNECTION, THE COLLATERAL AGENT, AND ANY CO-AGENTS, SUB-AGENTS AND
ATTORNEYS-IN-FACT APPOINTED BY THE COLLATERAL AGENT PURSUANT TO SECTION 10.05
FOR PURPOSES OF HOLDING OR ENFORCING ANY LIEN ON THE COLLATERAL (OR ANY PORTION
THEREOF) GRANTED UNDER THE COLLATERAL DOCUMENTS, OR FOR EXERCISING ANY RIGHTS
AND REMEDIES THEREUNDER AT THE DIRECTION OF THE COLLATERAL AGENT), SHALL BE
ENTITLED TO THE BENEFITS OF ALL PROVISIONS OF THIS ARTICLE X AND ARTICLE XI
(INCLUDING SECTION 11.04(C), AS THOUGH SUCH CO-AGENTS, SUB-AGENTS AND
ATTORNEYS-IN-FACT WERE THE "COLLATERAL AGENT" UNDER THE CREDIT DOCUMENTS) AS IF
SET FORTH IN FULL HEREIN WITH RESPECT THERETO.
NOTWITHSTANDING ANY PROVISION TO
THE CONTRARY CONTAINED ELSEWHERE HEREIN OR IN ANY COLLATERAL DOCUMENT, NEITHER
THE ADMINISTRATIVE AGENT NOR THE COLLATERAL AGENT SHALL HAVE ANY DUTIES OR
RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN OR THEREIN, NOR SHALL
THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT HAVE OR BE DEEMED TO HAVE ANY
FIDUCIARY RELATIONSHIP WITH ANY LENDER OR PARTICIPANT, AND NO IMPLIED COVENANTS,
FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL BE READ
INTO THIS CREDIT AGREEMENT OR ANY COLLATERAL DOCUMENT OR OTHERWISE EXIST AGAINST
THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING SENTENCE, THE USE OF