THE LENDERS AND
THE L/C ISSUERS TO A DECISION THAT MAY BE MADE AT THE ELECTION OF THE REQUIRED
LENDERS, AND SUCH PROVISIONS ARE NOT INTENDED TO BENEFIT THE BORROWER AND DO NOT
GIVE THE BORROWER THE RIGHT TO REQUIRE THE LENDERS TO RESCIND OR ANNUL ANY
ACCELERATION HEREUNDER, EVEN IF THE CONDITIONS SET FORTH HEREIN ARE MET.
ARTICLE IX
AGENCY PROVISIONS
SECTION 9.01
APPOINTMENT AND AUTHORIZATION OF THE AGENTS.
(A)
APPOINTMENT.
EACH LENDER AND L/C ISSUER HEREBY IRREVOCABLY
APPOINTS, DESIGNATES AND AUTHORIZES JPMCB AS ADMINISTRATIVE AGENT, AND
COLLATERAL AGENT, EACH OF BANK LEUMI USA, SUN TRYST BANK AND WELLS FARGO BANK,
N.A. AS CO-DOCUMENTATION AGENT AND LCPI AS SYNDICATION AGENT, AND EACH LENDER
AND EACH L/C ISSUER AUTHORIZES EACH SUCH AGENT TO TAKE SUCH ACTION ON ITS BEHALF
UNDER THE PROVISIONS OF THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND TO
EXERCISE SUCH 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.
WITHOUT LIMITING THE FOREGOING,
EACH LENDER AND EACH L/C ISSUER HEREBY AUTHORIZES THE COLLATERAL AGENT TO
EXECUTE AND DELIVER, AND TO PERFORM ITS OBLIGATIONS UNDER, EACH OF THE LOAN
DOCUMENTS TO WHICH THE COLLATERAL AGENT IS A PARTY, TO EXERCISE ALL RIGHTS,
POWERS AND REMEDIES THAT SUCH AGENT MAY HAVE UNDER SUCH LOAN DOCUMENTS AND, IN
THE CASE OF THE COLLATERAL DOCUMENTS, TO ACT AS AGENT UNDER SUCH COLLATERAL
DOCUMENTS FOR THE FINANCE PARTIES.
NOTWITHSTANDING ANY PROVISION TO THE
CONTRARY CONTAINED ELSEWHERE HEREIN OR IN ANY
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other Loan Document, the Agents shall not have any duties or responsibilities,
except those expressly set forth herein, nor shall the Agents 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 any 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 any 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)
L/C ISSUERS.
EACH L/C ISSUER SHALL ACT ON BEHALF OF THE REVOLVING
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