TOGETHER WITH SUCH ACTIONS
AND POWERS AS ARE REASONABLY INCIDENTAL THERETO.
EACH OF THE LENDERS AND THE
L/C ISSUER HEREBY AUTHORIZES AND DIRECTS THE ADMINISTRATIVE AGENT TO ENTER INTO
THE ESCROW DOCUMENTS, UPON TERMS AND CONDITIONS REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT.
THE PROVISIONS OF THIS ARTICLE ARE SOLELY FOR THE BENEFIT
OF THE ADMINISTRATIVE AGENT, THE LENDERS AND THE L/C ISSUER, AND
105
NEITHER THE BORROWER NOR ANY OTHER LOAN PARTY SHALL HAVE RIGHTS AS A THIRD PARTY
BENEFICIARY OF ANY OF SUCH PROVISIONS.
(B)
THE ADMINISTRATIVE AGENT SHALL ALSO ACT AS THE "COLLATERAL AGENT"
UNDER THE LOAN DOCUMENTS, AND EACH OF THE LENDERS (IN ITS CAPACITIES AS A LENDER
OR SWING LINE LENDER (IF APPLICABLE) AND THE L/C ISSUER HEREBY IRREVOCABLY
APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO ACT AS THE AGENT OF SUCH
LENDER AND THE L/C ISSUER FOR PURPOSES OF ACQUIRING, HOLDING AND ENFORCING ANY
AND ALL LIENS ON COLLATERAL GRANTED BY ANY OF THE LOAN PARTIES TO SECURE ANY OF
THE OBLIGATIONS, TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE REASONABLY
INCIDENTAL THERETO.
IN THIS CONNECTION, THE ADMINISTRATIVE AGENT, AS
"COLLATERAL AGENT" AND ANY CO-AGENTS, SUB-AGENTS AND ATTORNEYS-IN-FACT APPOINTED
BY THE ADMINISTRATIVE AGENT PURSUANT TO SECTION 9.05 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 ADMINISTRATIVE AGENT), SHALL BE ENTITLED TO THE BENEFITS OF
ALL PROVISIONS OF THIS ARTICLE IX AND ARTICLE X (INCLUDING SECTION 10.04(C), AS
THOUGH SUCH CO-AGENTS, SUB-AGENTS AND ATTORNEYS-IN-FACT WERE THE "COLLATERAL
AGENT" UNDER THE LOAN DOCUMENTS) AS IF SET FORTH IN FULL HEREIN WITH RESPECT
THERETO.
9.02
RIGHTS AS A LENDER.
THE PERSON SERVING AS THE ADMINISTRATIVE AGENT
HEREUNDER SHALL HAVE THE SAME RIGHTS AND POWERS IN ITS CAPACITY AS A LENDER AS
ANY OTHER LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT THE
ADMINISTRATIVE AGENT AND THE TERM "LENDER" OR "LENDERS" SHALL, UNLESS OTHERWISE
EXPRESSLY INDICATED OR UNLESS THE CONTEXT OTHERWISE REQUIRES, INCLUDE THE PERSON
SERVING AS THE ADMINISTRATIVE AGENT HEREUNDER IN ITS INDIVIDUAL CAPACITY.
SUCH
PERSON AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, ACT AS THE
FINANCIAL ADVISOR OR IN ANY OTHER ADVISORY CAPACITY FOR AND GENERALLY ENGAGE IN
ANY KIND OF BUSINESS WITH THE BORROWER OR ANY SUBSIDIARY OR OTHER AFFILIATE
THEREOF AS IF SUCH PERSON WERE NOT THE ADMINISTRATIVE AGENT HEREUNDER AND
WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO THE LENDERS.
9.03
EXCULPATORY PROVISIONS.
THE ADMINISTRATIVE AGENT SHALL NOT HAVE
ANY DUTIES OR OBLIGATIONS EXCEPT THOSE EXPRESSLY SET FORTH HEREIN AND IN THE
OTHER LOAN DOCUMENTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
ADMINISTRATIVE AGENT:
(A)
SHALL NOT BE SUBJECT TO ANY FIDUCIARY OR OTHER IMPLIED DUTIES,
REGARDLESS OF WHETHER A DEFAULT HAS OCCURRED AND IS CONTINUING;
(B)
SHALL NOT HAVE ANY DUTY TO TAKE ANY DISCRETIONARY ACTION OR
EXERCISE ANY DISCRETIONARY POWERS, EXCEPT DISCRETIONARY RIGHTS AND POWERS
EXPRESSLY CONTEMPLATED HEREBY OR BY