ACT ON ITS BEHALF AS THE
ADMINISTRATIVE AGENT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS AND AUTHORIZES
THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTIONS ON ITS BEHALF AND TO EXERCISE SUCH
POWERS AS ARE DELEGATED TO THE
96
ADMINISTRATIVE AGENT BY THE TERMS HEREOF OR THEREOF, TOGETHER WITH SUCH ACTIONS
AND POWERS AS ARE REASONABLY INCIDENTAL THERETO.
THE PROVISIONS OF THIS
ARTICLE ARE SOLELY FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT, THE LENDERS AND
THE L/C ISSUERS, AND NEITHER BORROWER NOR ANY OTHER LOAN PARTY SHALL HAVE RIGHTS
AS A THIRD PARTY BENEFICIARY OF ANY OF SUCH PROVISIONS.
(B)
THE ADMINISTRATIVE AGENT SHALL ALSO ACT AS THE "COLLATERAL AGENT"
AND/OR "CONTROL AGENT" UNDER THE LOAN DOCUMENTS, AND EACH OF THE LENDERS (IN ITS
CAPACITIES AS A LENDER AND POTENTIAL CASH MANAGEMENT BANK) AND THE L/C ISSUERS
HEREBY IRREVOCABLY APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO ACT AS
THE AGENT OF SUCH LENDER AND SUCH L/C ISSUER 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/OR "CONTROL AGENT" AND ANY CO-AGENTS,
SUB-AGENTS AND ATTORNEYS-IN-FACT APPOINTED BY THE ADMINISTRATIVE AGENT PURSUANT
TO SECTION 9.05 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 AND ARTICLE X (INCLUDING SECTION 10.04(C), AS THOUGH SUCH
CO-AGENTS, SUB-AGENTS AND ATTORNEYS-IN-FACT WERE THE "COLLATERAL AGENT" OR
"CONTROL AGENT" UNDER THE LOAN DOCUMENTS) AS IF SET FORTH IN FULL HEREIN WITH
RESPECT THERETO.
SECTION 9.02
RIGHTS AS A LENDER.
THE PERSON SERVING AS THE ADMINISTRATIVE
AGENT HEREUNDER SHALL HAVE THE SAME RIGHTS AND POWERS IN ITS CAPACITY AS A
LENDER AS ANY OTHER LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT THE
ADMINISTRATIVE AGENT AND THE TERM "LENDER" OR "LENDERS" SHALL, UNLESS OTHERWISE
EXPRESSLY INDICATED OR UNLESS THE CONTEXT OTHERWISE REQUIRES, INCLUDE THE PERSON
SERVING AS THE ADMINISTRATIVE AGENT HEREUNDER IN ITS INDIVIDUAL CAPACITY.
SUCH
PERSON AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, ACT AS THE
FINANCIAL ADVISOR OR IN ANY OTHER ADVISORY CAPACITY FOR AND GENERALLY ENGAGE IN
ANY KIND OF BUSINESS WITH BORROWER OR ANY SUBSIDIARY OR OTHER AFFILIATE THEREOF
AS IF SUCH PERSON WERE NOT THE ADMINISTRATIVE AGENT HEREUNDER AND WITHOUT ANY
DUTY TO ACCOUNT THEREFORE TO THE LENDERS.
SECTION 9.03
EXCULPATORY PROVISIONS.
THE ADMINISTRATIVE AGENT SHALL NOT
HAVE ANY DUTIES OR OBLIGATIONS EXCEPT THOSE EXPRESSLY SET FORTH HEREIN AND IN
THE OTHER LOAN DOCUMENTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
ADMINISTRATIVE AGENT:
(A)
SHALL NOT BE SUBJECT TO ANY FIDUCIARY OR OTHER IMPLIED DUTIES,
REGARDLESS OF WHETHER A DEFAULT HAS OCCURRED AND IS CONTINUING;
(B)
SHALL NOT HAVE