AGENTS
SECTION 9.01. APPOINTMENT AND AUTHORIZATION OF AGENTS. (A)
EACH LENDER HEREBY
IRREVOCABLY 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 HAVE NO 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 ANY 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 ADMINISTRATIVE AGENT SHALL ALSO ACT AS
THE "COLLATERAL AGENT" UNDER THE LOAN DOCUMENTS, AND EACH OF THE LENDERS (IN ITS
CAPACITIES AS A LENDER AND A POTENTIAL HEDGE BANK) HEREBY IRREVOCABLY APPOINTS
AND AUTHORIZES THE ADMINISTRATIVE AGENT TO ACT AS THE AGENT OF (AND TO HOLD ANY
SECURITY INTEREST CREATED BY THE COLLATERAL DOCUMENTS FOR AND ON BEHALF OF OR ON
TRUST FOR) SUCH LENDER FOR PURPOSES OF ACQUIRING, HOLDING AND ENFORCING (SUBJECT
TO THE INTERCREDITOR AGREEMENT) ANY AND ALL LIENS ON COLLATERAL GRANTED BY ANY
OF THE LOAN PARTIES TO
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SECURE ANY OF THE SECURED OBLIGATIONS, TOGETHER WITH SUCH POWERS AND DISCRETION
AS ARE REASONABLY INCIDENTAL THERETO. IN THIS CONNECTION, THE ADMINISTRATIVE
AGENT, AS "COLLATERAL AGENT" (AND ANY CO-AGENTS, SUB-AGENTS AND
ATTORNEYS-IN-FACT APPOINTED BY THE ADMINISTRATIVE AGENT PURSUANT TO SECTION 9.02
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 THE ADMINISTRATIVE AGENT), SHALL BE
ENTITLED TO THE BENEFITS OF ALL PROVISIONS OF THIS ARTICLE IX (INCLUDING,
SECTION 9.07, 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.
SECTION 9.02. Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document (including for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral Documents or of exercising any rights and
remedies thereunder) by or through agents, employees or attorneys-in-fact, such
sub-agents as shall be deemed