by Administrative Agent pursuant to the terms of the
Security Agreement and shall be applied as therein provided.
SECTION 9.
ADMINISTRATIVE AGENT
9.1
APPOINTMENT.
A.
APPOINTMENT OF ADMINISTRATIVE AGENT.
BANK OF AMERICA, N.A. IS
HEREBY APPOINTED ADMINISTRATIVE AGENT HEREUNDER AND UNDER THE OTHER LOAN
DOCUMENTS.
EACH LENDER AND ISSUING LENDER HEREBY AUTHORIZES ADMINISTRATIVE
AGENT TO ACT AS ITS AGENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
ADMINISTRATIVE AGENT AGREES TO ACT UPON THE EXPRESS
CONDITIONS CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE.
THE PROVISIONS OF THIS SECTION 9 ARE SOLELY FOR THE BENEFIT OF
ADMINISTRATIVE AGENT, LENDERS AND ISSUING LENDERS AND NO LOAN PARTY SHALL HAVE
RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY OF THE PROVISIONS THEREOF.
IN
PERFORMING ITS FUNCTIONS AND DUTIES UNDER THIS AGREEMENT, ADMINISTRATIVE AGENT
(OTHER THAN AS PROVIDED IN SUBSECTION 2.1D) SHALL ACT SOLELY AS AN AGENT OF
LENDERS AND ISSUING LENDERS AND DOES NOT ASSUME AND SHALL NOT BE DEEMED TO HAVE
ASSUMED ANY OBLIGATION TOWARDS OR RELATIONSHIP OF AGENCY OR TRUST WITH OR FOR
COMPANY OR ANY OTHER LOAN PARTY.
B.
APPOINTMENT OF COLLATERAL AGENT.
ADMINISTRATIVE AGENT SHALL ALSO
ACT AS THE "COLLATERAL AGENT" UNDER THE LOAN DOCUMENTS, AND EACH OF THE LENDERS
AND ISSUING LENDER HEREBY IRREVOCABLY APPOINTS AND AUTHORIZES ADMINISTRATIVE
AGENT TO ACT AS THE AGENT OF SUCH LENDER AND ISSUING LENDER FOR PURPOSES OF
ACQUIRING, HOLDING AND ENFORCING ANY AND ALL LIENS ON COLLATERAL GRANTED BY ANY
OF THE LOAN PARTIES TO SECURE ANY OF THE OBLIGATIONS, TOGETHER WITH SUCH POWERS
AND DISCRETION AS ARE REASONABLY INCIDENTAL THERETO.
IN THIS CONNECTION,
ADMINISTRATIVE AGENT, AS "COLLATERAL AGENT" AND ANY CO-AGENTS, SUB-AGENTS AND
ATTORNEYS-IN-FACT APPOINTED BY ADMINISTRATIVE AGENT PURSUANT TO SUBSECTION 9.2C
OR OTHERWISE FOR PURPOSES OF HOLDING OR ENFORCING ANY LIEN ON THE COLLATERAL (OR
ANY PORTION THEREOF) GRANTED UNDER THE COLLATERAL DOCUMENTS, OR FOR EXERCISING
ANY RIGHTS AND REMEDIES THEREUNDER AT THE DIRECTION OF ADMINISTRATIVE AGENT),
SHALL BE ENTITLED TO THE BENEFITS OF ALL PROVISIONS OF THIS SECTION 9, AS THOUGH
SUCH CO-AGENTS, SUB-AGENTS AND ATTORNEYS-IN-FACT WERE THE "COLLATERAL AGENT"
UNDER THE LOAN DOCUMENTS AS IF SET FORTH IN FULL HEREIN WITH RESPECT THERETO.
C.
APPOINTMENT OF SUPPLEMENTAL COLLATERAL AGENTS.
IT IS THE PURPOSE
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS THAT THERE SHALL BE NO VIOLATION
OF ANY LAW OF ANY
118
JURISDICTION DENYING OR RESTRICTING THE RIGHT OF BANKING CORPORATIONS OR
ASSOCIATIONS TO TRANSACT BUSINESS AS AGENT OR TRUSTEE IN SUCH JURISDICTION.
IT
IS RECOGNIZED THAT IN CASE OF LITIGATION UNDER THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS, AND IN PARTICULAR IN CASE OF THE ENFORCEMENT OF ANY OF THE
LOAN DOCUMENTS, OR IN CASE ADMINISTRATIVE AGENT DEEMS THAT BY REASON OF ANY
PRESENT OR FUTURE LAW OF ANY JURISDICTION IT MAY NOT EXERCISE ANY OF THE RIGHTS,
POWERS OR REMEDIES GRANTED HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS OR TAKE
ANY OTHER ACTION WHICH MAY BE DESIRABLE OR NECESSARY IN CONNECTION