OF THE DATE OF
THE PROPOSED ASSIGNMENT OR SALE, THE ASSIGNEE LENDER OR PARTICIPANT WOULD BE
SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 2.8(A),
INCREASED COSTS OR AN INABILITY TO FUND LIBOR LOAN UNDER SECTION 2.8(B), OR
WITHHOLDING TAXES IN ACCORDANCE WITH SECTION 2.9.
9.2
Agent.
(A)
APPOINTMENT.
EACH LENDER HEREBY DESIGNATES AND APPOINTS BDCF AS
ITS AGENT UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND EACH LENDER
HEREBY IRREVOCABLY AUTHORIZES AGENT TO EXECUTE AND DELIVER THE COLLATERAL
DOCUMENTS AND TO TAKE SUCH ACTION OR TO REFRAIN FROM TAKING SUCH ACTION ON ITS
BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
TO EXERCISE SUCH POWERS AS ARE SET FORTH HEREIN OR THEREIN, TOGETHER WITH SUCH
OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO.
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
CERTAIN OF LENDERS' CONSENT BE OBTAINED IN CERTAIN INSTANCES AS PROVIDED IN THIS
SECTION 9.2 AND SECTION 10.2.
THE PROVISIONS OF THIS SECTION 9.2 ARE SOLELY FOR
THE BENEFIT OF AGENT AND LENDERS AND NEITHER BORROWER NOR ANY OTHER LOAN PARTY
SHALL HAVE ANY RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY OF THE PROVISIONS
HEREOF.
IN PERFORMING ITS FUNCTIONS AND DUTIES UNDER THIS AGREEMENT, AGENT
SHALL ACT SOLELY AS AGENT OF LENDERS AND DOES NOT ASSUME AND SHALL NOT BE DEEMED
TO HAVE ASSUMED ANY OBLIGATION TOWARD OR RELATIONSHIP OF
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agency or trust with or for Borrower or any other Loan Party.
Agent may perform
any of its duties hereunder, or under the Loan Documents, by or through its
agents or employees.
(B)
NATURE OF DUTIES.
THE DUTIES OF AGENT SHALL BE MECHANICAL AND
ADMINISTRATIVE IN NATURE.
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 AGENT ANY OBLIGATIONS IN RESPECT OF THIS AGREEMENT OR
ANY OF THE LOAN DOCUMENTS EXCEPT AS EXPRESSLY SET FORTH HEREIN OR THEREIN.
EACH
LENDER SHALL MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION
AND AFFAIRS OF EACH LOAN PARTY IN CONNECTION WITH THE EXTENSION OF CREDIT
HEREUNDER AND SHALL MAKE ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF EACH LOAN
PARTY, AND AGENT SHALL HAVE NO DUTY OR RESPONSIBILITY, EITHER INITIALLY OR ON A
CONTINUING BASIS, TO PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION
WITH RESPECT THERETO (OTHER THAN AS EXPRESSLY REQUIRED HEREIN).
IF AGENT SEEKS
THE CONSENT OR APPROVAL OF ANY LENDERS TO THE TAKING OR REFRAINING FROM TAKING
ANY ACTION HEREUNDER, THEN AGENT SHALL SEND NOTICE THEREOF TO EACH LENDER.
AGENT SHALL PROMPTLY NOTIFY EACH LENDER ANY TIME THAT THE REQUISITE LENDERS HAVE
INSTRUCTED AGENT TO ACT OR REFRAIN FROM ACTING PURSUANT HERETO.
(C)
RIGHTS, EXCULPATION, ETC.
NEITHER AGENT NOR ANY OF ITS OFFICERS,
DIRECTORS, EMPLOYEES OR