OF CNAI AS THE COLLATERAL AGENT, AND HEREBY AUTHORIZES THE
COLLATERAL AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE ALL
RIGHTS, POWERS AND REMEDIES THAT THE COLLATERAL AGENT MAY HAVE UNDER THE
COLLATERAL DOCUMENTS AND THE INTERCREDITOR AGREEMENT, INCLUDING, WITHOUT
LIMITATION, INCURRING AND PAYING SUCH SECURED PARTY EXPENSES AS THE
ADMINISTRATIVE AGENT OR COLLATERAL AGENT MAY DEEM NECESSARY OR APPROPRIATE FOR
THE PERFORMANCE AND FULFILLMENT OF ITS FUNCTIONS AND POWERS PURSUANT TO THE
CREDIT DOCUMENTS.
9.2
POWERS AND DUTIES.
EACH LENDER IRREVOCABLY
AUTHORIZES EACH AGENT TO TAKE SUCH ACTION ON SUCH PERSON'S BEHALF AND TO
EXERCISE SUCH POWERS, RIGHTS AND REMEDIES HEREUNDER AND UNDER THE OTHER CREDIT
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 HEREIN AND THE OTHER CREDIT
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 HEREOF OR ANY OF THE OTHER CREDIT DOCUMENTS, A FIDUCIARY RELATIONSHIP IN
RESPECT OF ANY LENDER; AND NOTHING HEREIN OR ANY OF THE OTHER CREDIT DOCUMENTS,
EXPRESSED OR IMPLIED, IS INTENDED TO OR SHALL BE SO CONSTRUED AS TO IMPOSE UPON
ANY FACILITY AGENT ANY OBLIGATIONS IN RESPECT HEREOF OR ANY OF THE OTHER CREDIT
DOCUMENTS EXCEPT AS EXPRESSLY SET FORTH HEREIN OR THEREIN.
9.3
GENERAL IMMUNITY.
(A)
NO RESPONSIBILITY FOR CERTAIN MATTERS.
NO
AGENT SHALL BE RESPONSIBLE TO ANY LENDER FOR THE EXECUTION, EFFECTIVENESS,
GENUINENESS, LEGALITY, VALIDITY, ENFORCEABILITY, COLLECTABILITY OR SUFFICIENCY
OF, OR THE ATTACHMENT, PERFECTION OR PRIORITY OF ANY LIEN CREATED OR PURPORTED
TO BE CREATED UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY OTHER CREDIT
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 ANY CREDIT
PARTY, IN CONNECTION WITH THE CREDIT DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
THEREBY OR FOR THE FINANCIAL CONDITION OR BUSINESS AFFAIRS OF ANY CREDIT PARTY
OR ANY OTHER PERSON LIABLE FOR THE PAYMENT OF ANY OBLIGATIONS, NOR SHALL ANY
AGENT BE REQUIRED TO ASCERTAIN OR INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE OF
ANY OF THE TERMS, CONDITIONS, PROVISIONS, COVENANTS OR AGREEMENTS CONTAINED IN
ANY OF THE CREDIT DOCUMENTS OR AS TO THE USE OF THE PROCEEDS OF THE LOANS OR AS
TO THE FINANCIAL CONDITION OF ANY CREDIT PARTY OR AS TO THE EXISTENCE OR
POSSIBLE EXISTENCE OF ANY EVENT OF DEFAULT OR DEFAULT OR TO MAKE ANY DISCLOSURES
WITH RESPECT TO THE FOREGOING.
ANYTHING CONTAINED HEREIN TO THE CONTRARY
NOTWITHSTANDING, THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY LIABILITY ARISING
FROM CONFIRMATIONS OF THE AMOUNT OF OUTSTANDING LOANS OR THE COMPONENT AMOUNTS
THEREOF.