L/C
Participants, a security interest in such cash collateral to secure all
obligations under this Agreement and the other Loan
83
Documents.
Amounts held in such cash collateral account shall be applied by the
General Administrative Agent to the payment of drafts drawn under such Letters
of Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrowers hereunder and under the other Loan Documents.
After all such Letters of Credit shall have expired or been fully drawn upon,
all Reimbursement Obligations shall have been satisfied and all other
obligations of the Borrowers hereunder and under the other Loan Documents shall
have been paid in full, the balance, if any, in such cash collateral account
shall be returned to the Account Parties (or such other Person as may be
lawfully entitled thereto).
Except as expressly provided above in this
Section 12, presentment, demand, protest and all other notices of any kind are
hereby expressly waived.
SECTION 13.
THE AGENTS
13.1.
APPOINTMENT.
(A)
EACH LENDER HEREBY IRREVOCABLY DESIGNATES AND APPOINTS
(I) CREDIT SUISSE AS THE GENERAL ADMINISTRATIVE AGENT AND (II) CREDIT SUISSE,
TORONTO BRANCH AS THE CANADIAN ADMINISTRATIVE AGENT, IN EACH CASE UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND EACH SUCH LENDER IRREVOCABLY
AUTHORIZES THE ADMINISTRATIVE AGENTS, IN SUCH CAPACITIES, TO TAKE SUCH ACTION ON
ITS BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
AND TO EXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS ARE EXPRESSLY DELEGATED
TO THE ADMINISTRATIVE AGENTS BY THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL
THERETO.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY ELSEWHERE IN THIS
AGREEMENT, THE ADMINISTRATIVE AGENTS SHALL NOT HAVE ANY DUTIES OR
RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN, OR ANY FIDUCIARY
RELATIONSHIP WITH ANY LENDER, 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 THE
ADMINISTRATIVE AGENTS.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE
PARTIES HERETO HEREBY AGREE THAT THE CO-DOCUMENTATION AGENTS AND THE SYNDICATION
AGENT SHALL HAVE NO RIGHTS, DUTIES, RESPONSIBILITIES OR LIABILITIES IN THEIR
CAPACITIES AS SUCH AND THAT THE CO-DOCUMENTATION AGENTS AND THE SYNDICATION
AGENT SHALL NOT HAVE THE AUTHORITY TO TAKE ANY ACTION HEREUNDER IN THEIR
CAPACITIES AS SUCH.
13.2.
DELEGATION OF DUTIES.
EACH ADMINISTRATIVE AGENT MAY EXECUTE ANY OF ITS
DUTIES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY OR THROUGH ANY ONE
OR MORE SUB-AGENTS OR ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO ADVICE OF
COUNSEL CONCERNING ALL MATTERS PERTAINING TO SUCH DUTIES.
NO ADMINISTRATIVE
AGENT SHALL BE RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY SUB-AGENT OR
ATTORNEYS-IN-FACT SELECTED BY IT WITH REASONABLE CARE.
13.3.
EXCULPATORY PROVISIONS.
NEITHER ANY ADMINISTRATIVE AGENT NOR ANY OF
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUB-AGENTS, ATTORNEYS-IN-FACT
OR AFFILIATES SHALL BE (I)