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 SUCH L/C ISSUER SHALL HAVE ALL OF THE BENEFITS AND IMMUNITIES (I) PROVIDED
TO THE AGENTS 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 TERM "AGENT" AS
USED IN THIS ARTICLE IX 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 SUCH L/C ISSUER.
(C)
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, SWING LINE LENDER (IF APPLICABLE), L/C ISSUER (IF APPLICABLE) AND A
POTENTIAL HEDGE BANK) HEREBY IRREVOCABLY APPOINTS AND AUTHORIZES THE
ADMINISTRATIVE AGENT TO ACT AS THE AGENT OF (AND TO HOLD ANY SECURITY INTEREST
CREATED BY THE COLLATERAL DOCUMENTS FOR AND ON BEHALF OF OR ON TRUST FOR) SUCH
LENDER 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 9.02 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 (INCLUDING SECTION 9.07, 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.
SECTION 9.02
Delegation of Duties.
The Administrative Agent may execute
any of its duties under this Agreement or any other Loan Document (including for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral Documents or of exercising any rights and
remedies thereunder) by or through agents, employees or attorneys-in-fact
including for the purpose of any Borrowing or payment in Alternative Currencies,
such sub-agents as shall be deemed necessary by the Administrative Agent and
shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties.
The Administrative Agent
shall not be responsible for the negligence or misconduct of any agent or
sub-agent or attorney-in-fact that it