LOAN DOCUMENT, NO AGENT SHALL HAVE ANY DUTIES OR RESPONSIBILITIES,
EXCEPT THOSE EXPRESSLY SET FORTH HEREIN, NOR SHALL ANY 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 ANY 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 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, AND THE L/C ISSUER SHALL HAVE ALL OF THE BENEFITS AND
IMMUNITIES (I) PROVIDED TO THE AGENTS IN THIS ARTICLE IX 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 APPLICATIONS AND
AGREEMENTS FOR LETTERS OF CREDIT PERTAINING TO SUCH LETTERS OF CREDIT AS FULLY
AS IF THE TERM "AGENT" AS USED IN THIS ARTICLE IX AND IN THE DEFINITION OF
"AGENT-RELATED PERSON" INCLUDED THE L/C ISSUER WITH RESPECT TO SUCH ACTS OR
OMISSIONS, AND (II) AS ADDITIONALLY PROVIDED HEREIN WITH RESPECT TO THE L/C
ISSUER.
(C)
BANK OF AMERICA SHALL ACT AS THE "FIRST
LIEN COLLATERAL AGENT" UNDER THE LOAN DOCUMENTS (IN SUCH CAPACITY, TOGETHER WITH
ANY SUCCESSOR FIRST LIEN COLLATERAL AGENT, THE "FIRST LIEN COLLATERAL AGENT"),
AND EACH OF THE FIRST LIEN LENDERS (IN ITS CAPACITIES AS A FIRST LIEN LENDER,
SWING LINE LENDER (IF APPLICABLE), L/C ISSUER (IF APPLICABLE) AND A POTENTIAL
HEDGE BANK) HEREBY IRREVOCABLY APPOINTS AND AUTHORIZES THE FIRST LIEN COLLATERAL
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 LOAN PARTIES TO
SECURE ANY OF THE FIRST LIEN OBLIGATIONS, TOGETHER WITH SUCH POWERS AND
DISCRETION AS ARE REASONABLY INCIDENTAL THERETO.
IN THIS CONNECTION, THE FIRST
LIEN 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 FOR THE BENEFIT OF THE FIRST LIEN LENDERS, 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, WITHOUT LIMITATION, SECTION 9.07, AS THOUGH SUCH
CO-AGENTS, SUB-AGENTS AND ATTORNEYS-IN-FACT WERE THE "FIRST LIEN COLLATERAL
AGENT" UNDER THE LOAN DOCUMENTS) AS IF SET FORTH IN FULL HEREIN WITH RESPECT
THERETO.
(D)
BANK