Authorization; Powers; Agent for Collateral Purposes. Each ---------------------------------------------------- Bank irrevocably appoints the Agent as collateral agent for purposes of perfecting the security interests granted under the Security Documents and the Guarantor Security Agreements and otherwise appoints and authorizes the Agent to act on behalf of such Bank to the extent provided herein or in any document or instrument delivered hereunder or in connection herewith, and to take such other actions as may be reasonably incidental thereto. The Agent agrees to act as administrative agent for each Bank upon the express conditions contained in this Article VIII, but in no event shall the Agent constitute a fiduciary of any Bank, nor shall it have any fiduciary responsibilities in respect of any Bank. In furtherance of the foregoing, and not in limitation thereof, each Bank irrevocably authorizes the Agent to execute and deliver and perform its obligations under this Agreement and each of the Loan Documents to which the Agent is a party, and to exercise all rights, powers, and remedies that the Agent may have hereunder, including without limitation, the appointment of the Agent as nominal beneficiary or nominal secured party, as the case may be, under certain of the Loan Documents and all related financing statements, and authorization of the Agent to act as agent in the holding and disposition of Collateral under the Loan Documents. As to any matters not expressly provided for by this Agreement or the Loan Documents, the 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 Banks or, if so required pursuant to Section 9.4, upon the instructions of all Banks; provided, however, -------- ------- that except for actions expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by all Banks in accordance with their respective Percentages against any and all liability and expense which may be incurred by it by reason of taking or continuing to take such action.