the Commitments (if not
theretofore terminated) to be terminated and reduced to zero, whereupon the full
unpaid amount of such Loans and other Obligations which shall be so declared due
and payable shall be and become immediately due and payable, without further
notice, demand or presentment, and/or, as the case may be, the Commitments shall
terminate and be reduced to zero.
ARTICLE VIII
ADMINISTRATIVE AGENT
8.1
Appointment and Authorization of Administrative Agent.
(A)
EACH LENDER HEREBY IRREVOCABLY (SUBJECT TO SECTION 8.9) APPOINTS,
DESIGNATES AND AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION ON ITS
BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND
TO EXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS ARE EXPRESSLY DELEGATED TO IT
BY THE TERMS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, TOGETHER WITH SUCH
POWERS AS ARE REASONABLY INCIDENTAL THERETO.
NOTWITHSTANDING ANY PROVISION TO
THE CONTRARY CONTAINED ELSEWHERE HEREIN OR IN ANY OTHER LOAN DOCUMENT, THE
ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTIES OR RESPONSIBILITIES, EXCEPT THOSE
EXPRESSLY SET FORTH HEREIN, NOR SHALL THE ADMINISTRATIVE AGENT HAVE OR BE DEEMED
TO HAVE ANY FIDUCIARY RELATIONSHIP WITH ANY LENDER OR PARTICIPANT, AND NO
IMPLIED COVENANTS, FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR
LIABILITIES SHALL BE READ INTO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
OTHERWISE EXIST AGAINST THE ADMINISTRATIVE AGENT.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING SENTENCE, THE USE OF THE TERM "AGENT" HEREIN AND IN
THE OTHER LOAN DOCUMENTS WITH REFERENCE TO THE ADMINISTRATIVE AGENT IS NOT
INTENDED TO CONNOTE ANY FIDUCIARY OR OTHER IMPLIED (OR EXPRESS) OBLIGATIONS
ARISING UNDER AGENCY DOCTRINE OF ANY APPLICABLE LAW.
INSTEAD, SUCH TERM IS USED
MERELY AS A MATTER OF MARKET CUSTOM, AND IS INTENDED TO CREATE OR REFLECT ONLY
AN ADMINISTRATIVE RELATIONSHIP BETWEEN INDEPENDENT CONTRACTING PARTIES.
(B)
THE L/C ISSUER SHALL ACT ON BEHALF OF THE LENDERS WITH RESPECT TO
ANY LETTERS OF CREDIT ISSUED BY IT AND THE DOCUMENTS ASSOCIATED THEREWITH UNTIL
SUCH TIME (AND EXCEPT FOR SO LONG) AS THE ADMINISTRATIVE AGENT MAY AGREE AT THE
REQUEST OF THE REQUIRED LENDERS TO ACT FOR THE L/C ISSUER WITH RESPECT THERETO;
PROVIDED, HOWEVER, THAT THE L/C ISSUER SHALL HAVE ALL OF THE BENEFITS AND
IMMUNITIES (I) PROVIDED TO THE ADMINISTRATIVE AGENT IN THIS ARTICLE VIII WITH
RESPECT TO ANY ACTS TAKEN OR OMISSIONS SUFFERED BY THE L/C ISSUER IN CONNECTION
WITH LETTERS OF CREDIT ISSUED BY IT OR PROPOSED TO BE ISSUED BY IT AND THE
APPLICATION AND AGREEMENTS FOR LETTERS OF CREDIT PERTAINING TO THE LETTERS OF
CREDIT AS FULLY AS IF THE TERM "ADMINISTRATIVE AGENT" AS USED IN THIS
ARTICLE VIII INCLUDED THE L/C
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ISSUER WITH RESPECT TO SUCH ACTS OR OMISSIONS, AND (II) AS ADDITIONALLY PROVIDED
HEREIN WITH RESPECT TO THE L/C ISSUER.
8.2
Delegation of Duties.
The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all