AND TO EXERCISE OR
REFRAIN FROM EXERCISING SUCH POWERS UNDER THE LOAN DOCUMENTS AND THE
INTERCREDITOR AGREEMENT AS ARE DELEGATED BY THE TERMS HEREOF OR THEREOF, AS
APPROPRIATE, TOGETHER WITH ALL POWERS REASONABLY INCIDENTAL THERETO AND
(B) AGREES AND CONSENTS TO ALL THE PROVISIONS OF THE LOAN DOCUMENTS AND THE
INTERCREDITOR AGREEMENT.
ALL COLLATERAL SHALL BE HELD OR ADMINISTERED BY THE
ADMINISTRATIVE AGENT (OR ITS DULY-APPOINTED AGENT) FOR ITS OWN BENEFIT AND FOR
THE RATABLE BENEFIT OF THE OTHER CREDIT PARTIES.
ANY PROCEEDS RECEIVED BY THE
ADMINISTRATIVE AGENT FROM THE FORECLOSURE, SALE, LEASE OR OTHER DISPOSITION OF
ANY OF THE COLLATERAL AND ANY OTHER PROCEEDS RECEIVED PURSUANT TO THE TERMS OF
THE SECURITY DOCUMENTS OR THE OTHER LOAN DOCUMENTS SHALL BE PAID OVER TO THE
ADMINISTRATIVE AGENT FOR APPLICATION AS PROVIDED IN THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT.
THE
ADMINISTRATIVE AGENT SHALL HAVE NO DUTIES OR RESPONSIBILITIES EXCEPT AS SET
FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, NOR SHALL IT HAVE ANY
FIDUCIARY RELATIONSHIP WITH ANY OTHER CREDIT PARTY, AND NO IMPLIED COVENANTS,
RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL BE READ INTO THE LOAN
DOCUMENTS OR OTHERWISE EXIST AGAINST THE ADMINISTRATIVE AGENT.
(B)
THE PROVISIONS OF THIS ARTICLE IX ARE SOLELY FOR THE BENEFIT OF THE
ADMINISTRATIVE AGENT AND THE LENDERS, AND NO LOAN PARTY SHALL HAVE RIGHTS AS A
THIRD-PARTY BENEFICIARY OF ANY OF SUCH PROVISIONS (OTHER THAN THE PROVISIONS OF
SECTIONS 9.06 AND 9.10).
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 THE LOAN PARTIES OR ANY AFFILIATE THEREOF AS IF SUCH
PERSON WERE NOT THE ADMINISTRATIVE AGENT HEREUNDER AND WITHOUT ANY DUTY TO
ACCOUNT THEREFOR TO THE LENDERS.
64
SECTION 9.03.
EXCULPATORY PROVISIONS.
(A)
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:
(I) SHALL NOT BE SUBJECT TO ANY FIDUCIARY OR OTHER IMPLIED DUTIES, REGARDLESS OF
WHETHER A DEFAULT HAS OCCURRED AND IS CONTINUING;
(II) 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 PERCENTAGE OF THE LENDERS AS SHALL BE