BEHALF AND TO EXERCISE SUCH POWERS AS ARE
DELEGATED TO THE ADMINISTRATIVE AGENT BY THE TERMS HEREOF OR THEREOF, TOGETHER
WITH SUCH ACTIONS AND POWERS AS ARE REASONABLY INCIDENTAL THERETO.
THE
PROVISIONS OF THIS ARTICLE ARE SOLELY FOR THE BENEFIT OF THE ADMINISTRATIVE
AGENT AND THE LENDERS, AND THE BORROWERS SHALL NOT HAVE RIGHTS AS A THIRD PARTY
BENEFICIARY OF ANY OF SUCH PROVISIONS.
(B)
THE ADMINISTRATIVE AGENT SHALL ALSO ACT AS THE "COLLATERAL AGENT"
UNDER THE LOAN DOCUMENTS, AND EACH OF THE LENDERS HEREBY IRREVOCABLY APPOINTS
AND AUTHORIZES THE ADMINISTRATIVE AGENT TO ACT AS THE AGENT OF SUCH LENDER FOR
PURPOSES OF ACQUIRING, HOLDING AND ENFORCING ANY AND ALL LIENS ON COLLATERAL
GRANTED BY ANY OF THE BORROWERS TO SECURE ANY OF THE 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 11.6 FOR PURPOSES OF HOLDING OR ENFORCING ANY LIEN ON THE COLLATERAL
(OR ANY PORTION THEREOF) GRANTED UNDER THE LOAN DOCUMENTS, OR FOR EXERCISING ANY
RIGHTS AND REMEDIES HEREUNDER OR THEREUNDER AT THE DIRECTION OF THE
ADMINISTRATIVE AGENT), SHALL BE ENTITLED TO THE BENEFITS OF ALL
60
PROVISIONS OF THIS ARTICLE 11, 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.
11.3
Rights as a Bank.
The Person serving as the Administrative Agent hereunder and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrowers or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.
11.4
Exculpatory Provisions.
The Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents.
Without limiting
the generality of the foregoing, the Administrative Agent:
(A)
SHALL NOT BE SUBJECT TO ANY FIDUCIARY OR OTHER IMPLIED DUTIES,
REGARDLESS OF WHETHER A DEFAULT HAS OCCURRED AND IS CONTINUING;
(B)
SHALL NOT HAVE ANY DUTY TO TAKE ANY DISCRETIONARY ACTION OR
EXERCISE ANY DISCRETIONARY POWERS, EXCEPT DISCRETIONARY RIGHTS AND POWERS
EXPRESSLY CONTEMPLATED HEREBY OR BY THE OTHER LOAN DOCUMENTS THAT THE
ADMINISTRATIVE AGENT IS REQUIRED TO EXERCISE AS DIRECTED IN WRITING BY THE
REQUISITE LENDERS (OR SUCH OTHER NUMBER OR PERCENTAGE OF THE LENDERS AS SHALL BE
EXPRESSLY PROVIDED FOR HEREIN OR IN THE OTHER LOAN DOCUMENTS), PROVIDED THAT THE
ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO TAKE ANY ACTION THAT, IN ITS
OPINION OR THE OPINION OF ITS COUNSEL, MAY EXPOSE THE ADMINISTRATIVE AGENT TO
LIABILITY OR THAT IS CONTRARY TO ANY LOAN DOCUMENT OR APPLICABLE LAW; AND
(C)
SHALL NOT, EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE OTHER
LOAN DOCUMENTS, HAVE ANY DUTY TO DISCLOSE, AND SHALL NOT