of the aggregate undrawn amount of Letters of Credit issued
at the request of the Foreign Designated Borrowers; and
Last, the balance, if any, after all of the Obligations of the Foreign Loan
Parties have been indefeasibly paid in full, to the applicable Foreign Loan
Party or as otherwise required by Law.
(B)
SUBJECT TO SECTION 2.03(C), AMOUNTS USED TO CASH COLLATERALIZE THE
AGGREGATE UNDRAWN AMOUNT OF LETTERS OF CREDIT PURSUANT TO SUBCLAUSE FIFTH OF
EITHER CLAUSE (I) OR (II) OF SECTION 8.03(A) SHALL BE APPLIED TO SATISFY
DRAWINGS UNDER THE APPLICABLE LETTERS OF CREDIT AS THEY OCCUR. IF ANY AMOUNT
REMAINS ON DEPOSIT AS CASH COLLATERAL AFTER ALL SUCH LETTERS OF CREDIT HAVE
EITHER BEEN FULLY DRAWN OR EXPIRED, SUCH REMAINING AMOUNT SHALL BE APPLIED TO
THE OTHER OBLIGATIONS, IF ANY, IN ACCORDANCE WITH SECTION 8.03(A).
ARTICLE IX.
ADMINISTRATIVE AGENT
9.01
APPOINTMENT AND AUTHORITY. EACH OF THE LENDERS AND THE L/C ISSUER
HEREBY IRREVOCABLY APPOINTS BANK OF AMERICA TO ACT ON ITS BEHALF AS THE
ADMINISTRATIVE AGENT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS AND AUTHORIZES
THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTIONS ON ITS BEHALF AND TO EXERCISE SUCH
POWERS AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT 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 LENDERS AND THE L/C ISSUER, AND NO BORROWER SHALL HAVE
RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY OF SUCH PROVISIONS.
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 BORROWERS 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.
87
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 THE OTHER LOAN DOCUMENTS THAT THE
ADMINISTRATIVE AGENT IS REQUIRED TO EXERCISE AS DIRECTED IN WRITING BY THE
REQUIRED LENDERS (OR SUCH OTHER NUMBER OR PERCENTAGE OF THE