TO A FIDUCIARY OBLIGATION ON BEHALF OF OR FOR THE BENEFIT OF
THIRD PARTIES) AT ANY TIME HELD AND OTHER OBLIGATIONS (IN WHATEVER CURRENCY) AT
ANY TIME OWING BY SUCH LENDER PARTY OR ANY SUCH AFFILIATE TO OR FOR THE CREDIT
OR THE ACCOUNT OF ANY OBLIGOR AGAINST ANY AND ALL OF THE OBLIGATIONS OF SUCH
OBLIGOR NOW OR HEREAFTER EXISTING UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT TO SUCH LENDER PARTY OR ANY SUCH AFFILIATE, IRRESPECTIVE OF WHETHER OR
NOT SUCH LENDER PARTY SHALL HAVE MADE ANY DEMAND UNDER THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT AND ALTHOUGH SUCH OBLIGATIONS OF SUCH OBLIGOR MAY BE
CONTINGENT OR UNMATURED OR ARE OWED TO A BRANCH OR OFFICE OF SUCH LENDER PARTY
DIFFERENT FROM THE BRANCH OR OFFICE HOLDING SUCH DEPOSIT OR OBLIGATED ON SUCH
INDEBTEDNESS.
THE RIGHTS OF EACH LENDER PARTY AND ITS AFFILIATES UNDER THIS
SECTION ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS OF
SETOFF) THAT SUCH LENDER PARTY OR ITS AFFILIATES MAY HAVE.
68
ARTICLE VIII
AGREEMENT AMONG LENDERS AND ADMINISTRATIVE AGENT
SECTION 8.1
AUTHORIZATION; POWERS; ADMINISTRATIVE AGENT FOR COLLATERAL
PURPOSES.
EACH LENDER IRREVOCABLY APPOINTS AND AUTHORIZES THE ADMINISTRATIVE
AGENT TO ACT AS ADMINISTRATIVE AGENT FOR AND ON BEHALF OF SUCH LENDER TO THE
EXTENT PROVIDED HEREIN, IN ANY LOAN DOCUMENTS OR IN ANY OTHER DOCUMENT OR
INSTRUMENT DELIVERED HEREUNDER OR IN CONNECTION HEREWITH, AND TO TAKE SUCH OTHER
ACTIONS AS MAY BE REASONABLY INCIDENTAL THERETO.
THE ADMINISTRATIVE AGENT
AGREES TO ACT AS ADMINISTRATIVE AGENT FOR EACH LENDER UPON THE EXPRESS
CONDITIONS CONTAINED IN THIS ARTICLE VIII, BUT IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT CONSTITUTE A FIDUCIARY OF ANY LENDER, NOR SHALL THE
ADMINISTRATIVE AGENT HAVE ANY FIDUCIARY RESPONSIBILITIES IN RESPECT OF ANY
LENDER.
IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EACH
LENDER IRREVOCABLY (A) AUTHORIZES THE ADMINISTRATIVE AGENT TO EXECUTE AND
DELIVER AND PERFORM THOSE OBLIGATIONS UNDER EACH OF THE LOAN DOCUMENTS TO WHICH
THE ADMINISTRATIVE AGENT IS A PARTY AS ARE SPECIFICALLY DELEGATED TO THE
ADMINISTRATIVE AGENT, AND TO EXERCISE ALL RIGHTS, POWERS AND REMEDIES AS MAY BE
SPECIFICALLY DELEGATED HEREUNDER OR THEREUNDER, TOGETHER WITH SUCH ADDITIONAL
POWERS AS MAY BE REASONABLY INCIDENTAL THERETO; (B) APPOINTS THE ADMINISTRATIVE
AGENT AS NOMINAL BENEFICIARY OR NOMINAL SECURED PARTY, AS THE CASE MAY BE, UNDER
THE LOAN DOCUMENTS AND ALL RELATED UCC FINANCING STATEMENTS; AND (C) AUTHORIZES
THE ADMINISTRATIVE AGENT TO ACT AS COLLATERAL AGENT OF AND FOR SUCH LENDER FOR
PURPOSES OF HOLDING, PERFECTING AND DISPOSING OF COLLATERAL UNDER THE LOAN
DOCUMENTS.
AS TO ANY MATTERS NOT EXPRESSLY PROVIDED FOR BY THE LOAN DOCUMENTS,
THE ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO EXERCISE ANY DISCRETION OR
TAKE ANY ACTION, BUT SHALL BE REQUIRED TO ACT OR TO REFRAIN FROM ACTING (AND
SHALL BE FULLY PROTECTED IN SO ACTING OR REFRAINING FROM ACTING) UPON THE
INSTRUCTIONS OF THE REQUIRED LENDERS OR, IF SO REQUIRED PURSUANT TO SECTION 9.2,
UPON THE INSTRUCTIONS OF ALL LENDERS; PROVIDED, HOWEVER, THAT EXCEPT FOR