PARTICIPANT THAT WOULD
BE A FOREIGN LENDER IF IT WERE A LENDER SHALL NOT BE ENTITLED TO THE BENEFITS OF
SUBSECTION 1.13 UNLESS BORROWER IS NOTIFIED OF THE PARTICIPATION SOLD TO SUCH
PARTICIPANT AND SUCH PARTICIPANT AGREES, FOR THE BENEFIT OF BORROWER, TO COMPLY
WITH SUBSECTION 1.13(B) AS THOUGH IT WERE A LENDER.
(F)
CERTAIN PLEDGES.
ANY LENDER MAY AT ANY TIME
PLEDGE OR ASSIGN A SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS UNDER
THIS AGREEMENT TO SECURE OBLIGATIONS OF SUCH LENDER, INCLUDING ANY PLEDGE OR
ASSIGNMENT
TO SECURE OBLIGATIONS TO A FEDERAL RESERVE BANK; PROVIDED THAT NO
SUCH PLEDGE OR ASSIGNMENT SHALL RELEASE SUCH LENDER FROM ANY OF ITS OBLIGATIONS
HEREUNDER OR SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH LENDER AS A PARTY
HERETO.
8.2.
ADMINISTRATIVE AGENT.
(A)
APPOINTMENT.
EACH LENDER HEREBY IRREVOCABLY
APPOINTS AND AUTHORIZES COBANK, AS ADMINISTRATIVE AGENT, TO ACT AS
ADMINISTRATIVE AGENT HEREUNDER AND UNDER ANY OTHER LOAN DOCUMENT WITH SUCH
POWERS AS ARE SPECIFICALLY DELEGATED TO ADMINISTRATIVE AGENT BY THE TERMS OF
THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, TOGETHER WITH SUCH OTHER POWERS AS
ARE REASONABLY INCIDENTAL THERETO.
ADMINISTRATIVE AGENT IS AUTHORIZED AND
EMPOWERED TO AMEND, MODIFY OR WAIVE ANY PROVISIONS OF THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS ON BEHALF OF LENDERS, SUBJECT TO THE REQUIREMENT THAT THE
CONSENT OF CERTAIN LENDERS OR ALL LENDERS, AS APPROPRIATE, BE OBTAINED IN
CERTAIN INSTANCES AS PROVIDED IN THIS AGREEMENT.
COBANK HEREBY AGREES TO ACT AS
ADMINISTRATIVE AGENT ON
47
the express conditions contained in this Subsection 8.2.
The provisions of this
Subsection 8.2 are solely for the benefit of Administrative Agent and Lenders,
and Borrower shall have no rights as a third party beneficiary of any of the
provisions hereof.
In performing its functions and duties under this Agreement,
Administrative Agent shall act solely as an Administrative Agent of Lenders and
Administrative Agent shall not assume or be deemed to have assumed any
obligation toward or relationship of agency or trust with or for any Loan Party
or their respective Affiliates.
Administrative Agent may execute any of its
duties under this Agreement or any other Loan Document by or through agents or
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact that it selects with reasonable care.
(B)
NATURE OF DUTIES.
THE DUTIES OF
ADMINISTRATIVE AGENT SHALL BE MECHANICAL AND ADMINISTRATIVE IN NATURE.
ADMINISTRATIVE AGENT SHALL NOT HAVE BY REASON OF THIS AGREEMENT A FIDUCIARY
RELATIONSHIP IN RESPECT OF ANY LENDER.
NOTHING IN THIS AGREEMENT OR ANY OF THE
LOAN DOCUMENTS, EXPRESS OR IMPLIED, IS INTENDED TO OR SHALL BE CONSTRUED TO
IMPOSE UPON ADMINISTRATIVE AGENT ANY OBLIGATIONS IN RESPECT OF THIS AGREEMENT OR
ANY OF THE LOAN DOCUMENTS EXCEPT AS EXPRESSLY SET FORTH HEREIN OR THEREIN.
EACH
LENDER EXPRESSLY ACKNOWLEDGES THAT NONE OF ADMINISTRATIVE AGENT OR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES HAVE
MADE ANY REPRESENTATION OR WARRANTY TO IT AND THAT NO ACT BY ADMINISTRATIVE
AGENT OR