ADDITIONAL COLLATERAL SECURITY FOR THE BORROWER'S
OBLIGATIONS IN RESPECT OF ANY OUTSTANDING LENDER LETTER OF CREDIT AND LETTER OF
CREDIT PARTICIPATION AGREEMENT.
THE AGENT MAY AT ANY TIME APPLY ANY OR ALL OF
SUCH CASH AND CASH COLLATERAL TO THE PAYMENT OF ANY OR ALL OF THE BORROWER'S
OBLIGATIONS IN RESPECT OF ANY LENDER LETTERS OF CREDIT OR LETTER OF CREDIT
PARTICIPATION AGREEMENTS.
PENDING SUCH APPLICATION, THE AGENT MAY (BUT SHALL
NOT BE OBLIGATED TO) INVEST THE SAME IN AN INTEREST BEARING ACCOUNT IN THE
AGENT'S NAME, FOR THE BENEFIT OF THE AGENT AND THE LENDERS ENTITLED THERETO,
UNDER WHICH DEPOSITS ARE AVAILABLE FOR IMMEDIATE WITHDRAWAL, AT SUCH BANK OR
FINANCIAL INSTITUTION AS THE AGENT MAY, IN ITS DISCRETION, SELECT.
ARTICLE VIII - THE AGENT
8.1
APPOINTMENT AND AUTHORIZATION.
EACH LENDER
HEREBY IRREVOCABLY APPOINTS, DESIGNATES AND AUTHORIZES THE AGENT 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 IN THIS AGREEMENT OR IN ANY
OTHER LOAN DOCUMENT, THE AGENT SHALL NOT HAVE ANY DUTIES OR RESPONSIBILITIES,
EXCEPT THOSE EXPRESSLY SET FORTH HEREIN, NOR SHALL THE AGENT HAVE OR BE DEEMED
TO HAVE 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
AGENT.
8.2
DELEGATION OF DUTIES.
THE 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 CONCERNING ALL MATTERS PERTAINING TO SUCH DUTIES.
THE AGENT SHALL NOT
BE RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY AGENT OR ATTORNEY-IN-FACT
THAT IT SELECTS WITH REASONABLE CARE.
8.3
LIABILITY OF AGENT.
NONE OF THE
AGENT-RELATED PERSONS SHALL (I) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE
TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS
DETERMINED BY A COURT OF COMPETENT JURISDICTION), OR (II) BE RESPONSIBLE IN ANY
MANNER TO ANY OF
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THE LENDERS FOR ANY RECITAL, STATEMENT, REPRESENTATION OR WARRANTY MADE BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY OFFICER THEREOF, CONTAINED IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, OR IN ANY CERTIFICATE, REPORT,
STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY THE
AGENT UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR
FOR THE VALUE OF ANY COLLATERAL OR THE VALIDITY, EFFECTIVENESS, GENUINENESS,
ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR
FOR ANY FAILURE OF THE BORROWER OR ANY OTHER PARTY TO ANY LOAN DOCUMENT