AND ANY
AFFILIATES OF LENDERS THAT HOLD NET MARK-TO-MARKET EXPOSURE BASED ON THEIR
RESPECTIVE PRO RATA SHARES OF THE AGGREGATE AMOUNT OF SUCH REVOLVING LOANS, LC
EXPOSURE AND NET MARK-TO-MARKET EXPOSURE;
(F)
SIXTH, TO ADDITIONAL CASH COLLATERAL FOR THE AGGREGATE AMOUNT OF
ALL OUTSTANDING LETTERS OF CREDIT UNTIL THE AGGREGATE AMOUNT OF ALL CASH
COLLATERAL HELD BY THE ADMINISTRATIVE AGENT PURSUANT TO THIS AGREEMENT IS EQUAL
TO 105% OF THE LC EXPOSURE AFTER GIVING EFFECT TO THE FOREGOING CLAUSE FIFTH;
(G)
SEVENTH, TO THE OBLIGATIONS OF THE BORROWERS UNDER CORPORATE CARD
AGREEMENTS, ARRANGEMENTS OR PROGRAMS (INCLUDING, WITHOUT LIMITATION, PURCHASING
AND TRAVEL AND ENTERTAINMENT CARD AGREEMENTS, ARRANGEMENTS OR PROGRAMS)
MAINTAINED WITH ANY LENDER, TO THE EXTENT THEN DUE AND PAYABLE; AND
72
(H)
TO THE EXTENT ANY PROCEEDS REMAIN, TO THE BORROWERS.
All amounts allocated pursuant to the foregoing clauses second through sixth to
the Lenders as a result of amounts owed to the Lenders under the Loan Documents
shall be allocated among, and distributed to, the Lenders pro rata based on
their respective Pro Rata Shares; provided, however, that all amounts allocated
to that portion of the LC Exposure comprised of the aggregate undrawn amount of
all outstanding Letters of Credit pursuant to clause fifth and sixth shall be
distributed to the Administrative Agent, rather than to the Lenders, and held by
the Administrative Agent in an account in the name of the Administrative Agent
for the benefit of the Issuing Bank and the Lenders as cash collateral for the
LC Exposure, such account to be administered in accordance with Section 2.21(g).
ARTICLE IX
THE ADMINISTRATIVE AGENT
SECTION 9.1.
APPOINTMENT OF ADMINISTRATIVE AGENT.
(A)
EACH LENDER IRREVOCABLY APPOINTS SUNTRUST BANK AS THE
ADMINISTRATIVE AGENT AND AUTHORIZES IT TO TAKE SUCH ACTIONS ON ITS BEHALF AND TO
EXERCISE SUCH POWERS AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH ALL SUCH ACTIONS AND
POWERS THAT ARE REASONABLY INCIDENTAL THERETO.
THE ADMINISTRATIVE AGENT MAY
PERFORM ANY OF ITS DUTIES HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS BY OR
THROUGH ANY ONE OR MORE SUB-AGENTS OR ATTORNEYS-IN-FACT APPOINTED BY THE
ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT AND ANY SUCH SUB-AGENT OR
ATTORNEY-IN-FACT MAY PERFORM ANY AND ALL OF ITS DUTIES AND EXERCISE ITS RIGHTS
AND POWERS THROUGH THEIR RESPECTIVE RELATED PARTIES.
THE EXCULPATORY PROVISIONS
SET FORTH IN THIS ARTICLE SHALL APPLY TO ANY SUCH SUB-AGENT OR ATTORNEY-IN-FACT
AND THE RELATED PARTIES OF THE ADMINISTRATIVE AGENT, ANY SUCH SUB-AGENT AND ANY
SUCH ATTORNEY-IN-FACT AND SHALL APPLY TO THEIR RESPECTIVE ACTIVITIES IN
CONNECTION WITH THE SYNDICATION OF THE CREDIT FACILITIES PROVIDED FOR HEREIN AS
WELL AS ACTIVITIES AS ADMINISTRATIVE AGENT.
(B)
THE ISSUING BANK SHALL ACT ON BEHALF OF THE LENDERS WITH RESPECT
TO ANY LETTERS OF CREDIT ISSUED BY IT AND THE DOCUMENTS ASSOCIATED THEREWITH
UNTIL SUCH TIME AND EXCEPT FOR SO LONG AS THE ADMINISTRATIVE AGENT MAY AGREE AT
THE REQUEST OF THE REQUIRED LENDERS TO ACT FOR THE ISSUING BANK WITH RESPECT
THERETO; PROVIDED,