OR HEREAFTER HELD BY ANY
GUARANTOR (THE "OBLIGEE GUARANTOR") IS HEREBY SUBORDINATED IN RIGHT OF PAYMENT
TO THE GUARANTEED OBLIGATIONS, AND ANY SUCH INDEBTEDNESS COLLECTED OR RECEIVED
BY THE OBLIGEE GUARANTOR (OTHER THAN ANY SUCH AMOUNTS WHICH ARE EXPRESSLY
PERMITTED BY THE TERMS OF THIS AGREEMENT TO BE PAID TO SUCH OBLIGEE GUARANTOR)
SHALL BE HELD IN TRUST FOR THE ADMINISTRATIVE AGENT FOR ITS BENEFIT AND THE
BENEFIT OF THE SECURED PARTIES AND SHALL FORTHWITH BE PAID OVER TO THE
ADMINISTRATIVE AGENT FOR ITS BENEFIT AND THE BENEFIT OF THE SECURED PARTIES TO
BE CREDITED AND APPLIED AGAINST THE GUARANTEED OBLIGATIONS BUT WITHOUT
AFFECTING, IMPAIRING OR LIMITING IN ANY MANNER THE LIABILITY OF THE OBLIGEE
GUARANTOR UNDER ANY OTHER PROVISION HEREOF.
ARTICLE XI
THE ADMINISTRATIVE AGENT
SECTION 11.01
APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE
AGENT.
(A)
EACH LENDER HEREBY IRREVOCABLY APPOINTS, DESIGNATES AND AUTHORIZES
THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS
OF THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND TO EXERCISE SUCH
112
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
CONTAINED ELSEWHERE HEREIN OR IN ANY OTHER LOAN DOCUMENT, THE ADMINISTRATIVE
AGENT SHALL NOT HAVE ANY DUTIES OR RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET
FORTH HEREIN, NOR SHALL THE ADMINISTRATIVE 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHERWISE EXIST AGAINST THE
ADMINISTRATIVE AGENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING
SENTENCE, THE USE OF THE TERM "AGENT" HEREIN AND IN THE OTHER LOAN DOCUMENTS
WITH REFERENCE TO THE ADMINISTRATIVE AGENT IS NOT INTENDED TO CONNOTE ANY
FIDUCIARY OR 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 XI 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 XI 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 THE L/C
ISSUERS.
SECTION 11.02
DELEGATION OF DUTIES.
THE ADMINISTRATIVE AGENT MAY
EXECUTE