(III) DO NOT EXCEED THE AGGREGATE
AMOUNT NECESSARY TO CURE SUCH EVENT OF DEFAULT FROM A VIOLATION OF THE COVENANT
SET FORTH IN SECTION 7.11 FOR ANY APPLICABLE PERIOD.
THE PARTIES HEREBY
ACKNOWLEDGE THAT THIS SECTION 8.05(A) MAY NOT BE RELIED ON FOR PURPOSES OF
CALCULATING
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ANY FINANCIAL RATIOS OTHER THAN AS APPLICABLE TO SECTION 7.11 AND SHALL NOT
RESULT IN ANY ADJUSTMENT TO ANY AMOUNTS OTHER THAN THE AMOUNT OF THE
CONSOLIDATED EBITDA REFERRED TO IN THE IMMEDIATELY PRECEDING SENTENCE.
(B)
IN EACH PERIOD OF FOUR FISCAL QUARTERS, THERE SHALL BE
AT LEAST TWO (2) CONSECUTIVE FISCAL QUARTERS IN WHICH NO CURE SET FORTH IN
SECTION 8.05(A) IS MADE.
ARTICLE IX
ADMINISTRATIVE AGENT AND OTHER AGENTS
SECTION 9.01
APPOINTMENT AND AUTHORIZATION OF AGENTS.
(A)
EACH LENDER HEREBY IRREVOCABLY APPOINTS, DESIGNATES
AND AUTHORIZES THE ADMINISTRATIVE 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 HEREIN OR IN ANY OTHER LOAN DOCUMENT, THE
ADMINISTRATIVE AGENT SHALL HAVE NO DUTIES OR RESPONSIBILITIES, EXCEPT THOSE
EXPRESSLY SET FORTH HEREIN, NOR SHALL THE ADMINISTRATIVE 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 THE ADMINISTRATIVE 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.
(B)
EACH L/C ISSUER SHALL ACT ON BEHALF OF THE LENDERS
WITH RESPECT TO ANY LETTERS OF CREDIT ISSUED BY IT AND THE DOCUMENTS ASSOCIATED
THEREWITH, AND EACH SUCH L/C ISSUER SHALL HAVE ALL OF THE BENEFITS AND
IMMUNITIES (I) PROVIDED TO THE AGENTS IN THIS ARTICLE 9 WITH RESPECT TO ANY ACTS
TAKEN OR OMISSIONS SUFFERED BY SUCH L/C ISSUER IN CONNECTION WITH LETTERS OF
CREDIT ISSUED BY IT OR PROPOSED TO BE ISSUED BY IT AND THE APPLICATIONS AND
AGREEMENTS FOR LETTERS OF CREDIT PERTAINING TO SUCH LETTERS OF CREDIT AS FULLY
AS IF THE TERM "AGENT" AS USED IN THIS ARTICLE 9 AND IN THE DEFINITION OF
"AGENT-RELATED PERSON" INCLUDED SUCH L/C ISSUER WITH RESPECT TO SUCH ACTS OR
OMISSIONS, AND (II) AS ADDITIONALLY PROVIDED HEREIN WITH RESPECT TO SUCH L/C
ISSUER.
(C)
THE ADMINISTRATIVE AGENT SHALL ALSO ACT AS THE
"COLLATERAL AGENT" UNDER THE LOAN DOCUMENTS, AND EACH OF THE LENDERS (IN ITS
CAPACITIES