Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary.
"Wholly-Owned Subsidiary" of any Person shall mean any Subsidiary of such Person
to the extent all of the capital stock or other ownership interests in such
Subsidiary, other than directors' qualifying shares, is owned directly or
indirectly by such Person.
71
"Written" or "in writing" shall mean any form of written communication or a
communication by means of telex, facsimile transmission, telegraph or cable.
SECTION 10.
The Administrative Agent.
10.01
Appointment.
(A)
EACH LENDER HEREBY IRREVOCABLY DESIGNATES
AND APPOINTS
BANK OF AMERICA, N.A. AS ADMINISTRATIVE AGENT FOR SUCH LENDER (FOR
PURPOSES OF THIS SECTION 10, THE TERM "ADMINISTRATIVE AGENT" SHALL MEAN BANK OF
AMERICA, N.A., IN ITS CAPACITIES AS ADMINISTRATIVE AGENT AND AS COLLATERAL AGENT
HEREUNDER AND PURSUANT TO THE SECURITY DOCUMENTS), TO ACT AS SPECIFIED HEREIN
AND IN THE OTHER CREDIT DOCUMENTS, AND EACH SUCH LENDER HEREBY IRREVOCABLY
AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE
PROVISIONS OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND TO EXERCISE SUCH
POWERS AND PERFORM SUCH DUTIES AS ARE EXPRESSLY DELEGATED TO OR REQUIRED OF THE
ADMINISTRATIVE AGENT BY THE TERMS OF THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS, TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL
THERETO.
THE ADMINISTRATIVE AGENT MAY PERFORM ANY OF ITS DUTIES UNDER THIS
AGREEMENT, THE OTHER CREDIT DOCUMENTS AND ANY OTHER INSTRUMENTS AND AGREEMENTS
REFERRED TO HEREIN OR THEREIN BY OR THROUGH ITS RESPECTIVE OFFICERS, DIRECTORS,
AGENTS, EMPLOYEES OR AFFILIATES (IT BEING UNDERSTOOD AND AGREED, FOR AVOIDANCE
OF DOUBT AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THAT THE
ADMINISTRATIVE AGENT AND/OR COLLATERAL AGENT MAY PERFORM ANY OF ITS DUTIES UNDER
ANY SECURITY DOCUMENT BY OR THROUGH ONE OR MORE OF ITS AFFILIATES).
(B)
THE PROVISIONS OF THIS SECTION 10 ARE SOLELY
FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE LENDERS, AND NEITHER
BORROWER NOR ANY OF THEIR RESPECTIVE SUBSIDIARIES SHALL HAVE ANY RIGHTS AS A
THIRD PARTY BENEFICIARY OF ANY OF THE PROVISIONS HEREOF.
IN PERFORMING ITS
FUNCTIONS AND DUTIES UNDER THIS AGREEMENT, THE ADMINISTRATIVE AGENT SHALL ACT
SOLELY AS AGENT FOR THE LENDERS, AND THE ADMINISTRATIVE AGENT DOES NOT ASSUME
(AND SHALL NOT BE DEEMED TO HAVE ASSUMED) ANY OBLIGATION OR RELATIONSHIP OF
AGENCY OR TRUST WITH OR FOR ANY BORROWER OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES.
10.02
Nature of Duties.
(A)
THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY
DUTIES OR RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT
AND IN THE OTHER CREDIT DOCUMENTS.
NONE OF THE ADMINISTRATIVE AGENT OR ANY OF
ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR AFFILIATES SHALL BE LIABLE FOR ANY
ACTION TAKEN OR OMITTED BY IT HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT OR IN
CONNECTION HEREWITH OR THEREWITH, UNLESS CAUSED BY ITS OR THEIR GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A
FINAL AND NON-APPEALABLE DECISION).
THE DUTIES OF THE ADMINISTRATIVE AGENT
SHALL BE