proportion to the respective amounts described in
this clause Fourth held by them; and
Last, the balance, if any, after all of the Obligations have been paid
indefeasibly in full, to the Borrower or as otherwise required by Law.
Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fourth above shall be
applied to satisfy drawings under such Letters of Credit as they occur.
If any
amount remains on deposit as cash collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.
ARTICLE IX
ADMINISTRATIVE AGENT
9.01.
APPOINTMENT AND AUTHORITY.
EACH OF THE LENDERS AND THE L/C ISSUER
HEREBY IRREVOCABLY APPOINTS BANK OF AMERICA TO 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 ADMINISTRATIVE AGENT BY THE TERMS HEREOF OR
THEREOF, TOGETHER WITH SUCH ACTIONS AND POWERS AS ARE REASONABLY INCIDENTAL
THERETO, INCLUDING, WITHOUT LIMITATION, MAINTAINING THE DIGIMARC ESCROW ACCOUNT
AND ENTERING INTO THE DIGIMARC ESCROW AND CONTROL AGREEMENT.
THE PROVISIONS OF
THIS ARTICLE ARE SOLELY FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT, THE LENDERS
AND THE L/C ISSUER, AND NEITHER THE BORROWER NOR ANY OTHER LOAN PARTY SHALL HAVE
RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY OF SUCH PROVISIONS.
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 THE BORROWER OR ANY SUBSIDIARY OR OTHER AFFILIATE
THEREOF AS IF SUCH PERSON WERE NOT THE ADMINISTRATIVE AGENT HEREUNDER AND
WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO THE LENDERS.
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:
(A)
THE ADMINISTRATIVE AGENT SHALL NOT BE SUBJECT TO ANY FIDUCIARY OR
OTHER IMPLIED DUTIES, REGARDLESS OF WHETHER A DEFAULT HAS OCCURRED AND IS
CONTINUING.
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(B)
THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY TO TAKE ANY
DISCRETIONARY ACTION OR EXERCISE ANY DISCRETIONARY POWERS, EXCEPT DISCRETIONARY
RIGHTS AND POWERS EXPRESSLY CONTEMPLATED HEREBY OR BY THE OTHER LOAN DOCUMENTS
THAT THE ADMINISTRATIVE AGENT IS REQUIRED TO EXERCISE AS DIRECTED IN WRITING BY
THE REQUIRED LENDERS (OR SUCH OTHER NUMBER OR