of this
Agreement and the other Loan Documents.
Citicorp is hereby appointed by each
Lender as the Administrative Agent hereunder and under the other Loan Documents
and each Lender hereby authorizes the Administrative Agent to act as its agent
in accordance with the terms of this Agreement and the other Loan Documents.
Each Agent hereby agrees to act upon the express conditions contained in this
Agreement and the other Loan Documents, as applicable.
The provisions of this
Section 10 are solely for the benefit of the Agents and the Lenders, and the
Credit Parties shall have no rights as a third party beneficiary of any of the
provisions thereof.
In performing its functions and duties under this
Agreement, each of the Agents shall act solely as an agent of the Lenders and
does not assume and shall not be deemed to have assumed any obligation towards
or relationship of agency or trust with or for any Credit Party or any of their
respective Subsidiaries.
10.2
Powers and Duties; General Immunity.
A.
POWERS; DUTIES SPECIFIED.
EACH LENDER IRREVOCABLY AUTHORIZES EACH
AGENT TO TAKE SUCH ACTION ON SUCH LENDER'S BEHALF AND TO EXERCISE SUCH POWERS,
RIGHTS AND REMEDIES HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS AS ARE
SPECIFICALLY DELEGATED OR GRANTED TO SUCH AGENT BY THE TERMS HEREOF AND THEREOF,
TOGETHER WITH SUCH POWERS, RIGHTS AND REMEDIES AS ARE REASONABLY INCIDENTAL
THERETO.
EACH AGENT SHALL HAVE ONLY THOSE DUTIES AND RESPONSIBILITIES THAT ARE
EXPRESSLY SPECIFIED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
EACH AGENT
MAY EXERCISE SUCH POWERS, RIGHTS AND REMEDIES AND PERFORM SUCH DUTIES BY OR
THROUGH ITS AGENTS OR EMPLOYEES.
NO AGENT SHALL HAVE, BY REASON OF THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, A FIDUCIARY RELATIONSHIP IN
RESPECT OF ANY LENDER; AND NOTHING IN THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, EXPRESSED OR IMPLIED, IS INTENDED TO OR SHALL BE SO CONSTRUED AS
89
TO IMPOSE UPON ANY AGENT ANY OBLIGATIONS IN RESPECT OF THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS EXCEPT AS EXPRESSLY SET FORTH HEREIN OR THEREIN.
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, NONE OF THE LEAD ARRANGERS OR
DOCUMENTATION AGENTS LISTED ON THE COVER PAGE HEREOF SHALL HAVE ANY POWERS,
DUTIES OR RESPONSIBILITIES UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, EXCEPT IN ITS CAPACITY, AS APPLICABLE, AS A LENDER OR THE ISSUING
BANK HEREUNDER.
B.
NO RESPONSIBILITY FOR CERTAIN MATTERS.
NO AGENT SHALL BE
RESPONSIBLE TO ANY LENDER FOR THE EXECUTION, EFFECTIVENESS, GENUINENESS,
VALIDITY, ENFORCEABILITY, COLLECTABILITY OR SUFFICIENCY OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR FOR ANY REPRESENTATIONS, WARRANTIES, RECITALS OR
STATEMENTS MADE HEREIN OR THEREIN OR MADE IN ANY WRITTEN OR ORAL STATEMENTS OR
IN ANY FINANCIAL OR OTHER STATEMENTS, INSTRUMENTS, REPORTS OR CERTIFICATES OR
ANY OTHER DOCUMENTS FURNISHED OR MADE BY ANY AGENT TO THE LENDERS OR BY OR ON
BEHALF OF THE CREDIT PARTIES TO ANY AGENT OR ANY LENDER IN CONNECTION WITH THE
LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED