IRREVOCABLY APPOINTS, DESIGNATES AND AUTHORIZES
EACH OF THE AGENTS 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.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY
CONTAINED ELSEWHERE HEREIN OR IN ANY OTHER LOAN DOCUMENT, NO AGENT SHALL HAVE
ANY DUTIES OR RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN, NOR
SHALL ANY AGENT 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 SUCH 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.
THE PROVISIONS OF THIS
ARTICLE VII ARE SOLELY FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE
LENDERS, AND NEITHER THE BORROWER NOR ANY OTHER LOAN PARTY SHALL HAVE RIGHTS AS
A THIRD PARTY BENEFICIARY OF ANY SUCH PROVISIONS.
(B)
THE LENDERS HEREBY APPOINT CITICORP NORTH AMERICA, INC. TO ACT AS
"COLLATERAL AGENT" OR AS "ADMINISTRATIVE AGENT" SOLELY FOR THE PURPOSE OF
NEGOTIATING, EXECUTING, ACCEPTING DELIVERY OF AND OTHERWISE ACTING PURSUANT TO
COLLATERAL ACCESS AGREEMENTS, OR ANY OTHER SIMILAR AGREEMENT.
Section 7.02
Delegation of Duties.
(A)
EACH AGENT MAY EXECUTE ANY OF ITS DUTIES UNDER THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT BY OR THROUGH AGENTS, EMPLOYEES OR ATTORNEYS-IN-FACT AND
SHALL BE ENTITLED TO ADVICE OF COUNSEL AND OTHER CONSULTANTS OR EXPERTS
CONCERNING ALL MATTERS PERTAINING TO SUCH DUTIES.
NO AGENT SHALL BE RESPONSIBLE
FOR THE NEGLIGENCE OR MISCONDUCT OF ANY AGENT OR ATTORNEY-IN-FACT THAT IT
SELECTS IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
66
(B)
WITHOUT LIMITATION OF THE PROVISIONS OF SECTION 7.02(A), IT IS THE
PURPOSE OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS THAT THERE SHALL BE NO
VIOLATION OF ANY LAW OF ANY JURISDICTION DENYING OR RESTRICTING THE RIGHT OF
BANKING CORPORATIONS OR ASSOCIATIONS TO TRANSACT BUSINESS AS AGENT OR TRUSTEE IN
SUCH JURISDICTION.
IT IS RECOGNIZED THAT IN CASE OF LITIGATION UNDER THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND IN PARTICULAR IN CASE OF THE
ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, OR IN CASE THE COLLATERAL AGENT DEEMS
THAT BY REASON OF ANY PRESENT OR FUTURE LAW OF ANY JURISDICTION IT MAY NOT
EXERCISE ANY OF THE RIGHTS, POWERS OR REMEDIES GRANTED HEREIN OR IN ANY OF THE
OTHER LOAN DOCUMENTS OR TAKE ANY OTHER ACTION WHICH MAY