deemed to have acknowledged and accepted the
appointment of the Administrative Agent pursuant to the terms of Article IX
hereof for itself and its Affiliates as if a "Lender" party hereto.
ARTICLE IX.
ADMINISTRATIVE AGENT
9.01
APPOINTMENT AND AUTHORITY.
(A)
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.
THE PROVISIONS OF THIS ARTICLE
ARE SOLELY FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT, THE LENDERS AND THE L/C
ISSUER, AND THE BORROWERS SHALL NOT HAVE RIGHTS AS A THIRD PARTY BENEFICIARY OF
ANY OF SUCH PROVISIONS.
(B)
THE ADMINISTRATIVE AGENT SHALL ALSO ACT AS THE "COLLATERAL AGENT"
UNDER THE LOAN DOCUMENTS AND "FIRST LIEN AGENT" AND "CONTROL AGENT" UNDER THE
INTERCREDITOR AGREEMENT, AND
102
EACH OF THE LENDERS (INCLUDING IN ITS CAPACITIES AS A POTENTIAL HEDGE BANK AND A
POTENTIAL CASH MANAGEMENT BANK) AND THE L/C ISSUER HEREBY IRREVOCABLY APPOINTS
AND AUTHORIZES THE ADMINISTRATIVE AGENT TO ACT AS THE AGENT OF SUCH LENDER AND
THE L/C ISSUER FOR PURPOSES OF ACQUIRING, HOLDING AND ENFORCING ANY AND ALL
LIENS ON COLLATERAL GRANTED BY ANY OF THE BORROWERS TO SECURE ANY OF THE
OBLIGATIONS, AND AS THE "FIRST LIEN AGENT" AND "CONTROL AGENT" UNDER THE
INTERCREDITOR AGREEMENT, TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE
REASONABLY INCIDENTAL THERETO.
IN THIS CONNECTION, THE ADMINISTRATIVE AGENT, AS
"COLLATERAL AGENT", "FIRST LIEN AGENT" 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 SECURITY 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 "FIRST LIEN AGENT" UNDER
THE LOAN DOCUMENTS) AS IF SET FORTH IN FULL HEREIN WITH RESPECT THERETO.
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 Borrowers or any Subsidiary or other Affiliate
thereof as if such