been paid in full, the
balance, if any, in such Cash Collateral Account shall be returned to the
Canadian Borrower (or such other Person as may be lawfully entitled thereto).
128
SECTION 9. THE AGENTS; THE ARRANGERS
9.1
APPOINTMENT. EACH LENDER HEREBY IRREVOCABLY
DESIGNATES AND APPOINTS EACH AGENT AS THE AGENT OF SUCH LENDER, IN ITS STATED
CAPACITY, UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND EACH LENDER
IRREVOCABLY AUTHORIZES EACH AGENT, IN SUCH CAPACITY, TO TAKE SUCH ACTION ON ITS
BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
TO EXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS ARE EXPRESSLY DELEGATED TO
SUCH AGENT BY THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER
WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO. NOTWITHSTANDING ANY
PROVISION TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, NO AGENT SHALL HAVE ANY
DUTIES OR RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN, OR ANY
FIDUCIARY RELATIONSHIP WITH ANY LENDER, 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.
9.2
DELEGATION OF DUTIES. EACH AGENT MAY EXECUTE
ANY OF ITS DUTIES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY OR
THROUGH AGENTS OR ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO ADVICE OF COUNSEL
CONCERNING ALL MATTERS PERTAINING TO SUCH DUTIES. NO AGENT SHALL BE RESPONSIBLE
FOR THE NEGLIGENCE OR MISCONDUCT OF ANY AGENTS OR ATTORNEYS-IN-FACT SELECTED BY
IT WITH REASONABLE CARE.
9.3
EXCULPATORY PROVISIONS. NO ARRANGER OR AGENT
OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS-IN-FACT OR AFFILIATES SHALL BE (I) LIABLE FOR ANY ACTION LAWFULLY
TAKEN OR OMITTED TO BE TAKEN BY IT OR SUCH PERSON UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT TO THE EXTENT THAT ANY OF THE
FOREGOING ARE FOUND BY A FINAL AND NONAPPEALABLE DECISION OF A COURT OF
COMPETENT JURISDICTION TO HAVE RESULTED SOLELY AND PROXIMATELY FROM ITS OR SUCH
PERSON'S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OR (II) RESPONSIBLE IN ANY
MANNER TO ANY OF THE LENDERS FOR ANY RECITALS, STATEMENTS, REPRESENTATIONS OR
WARRANTIES MADE BY ANY LOAN PARTY OR ANY OFFICER THEREOF CONTAINED IN THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY CERTIFICATE, REPORT, STATEMENT OR
OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY THE ARRANGERS OR
THE AGENTS UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR FOR THE VALUE, VALIDITY, EFFECTIVENESS, GENUINENESS, ENFORCEABILITY
OR SUFFICIENCY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR FOR ANY FAILURE
OF ANY LOAN PARTY TO PERFORM ITS OBLIGATIONS HEREUNDER OR THEREUNDER. THE AGENTS
SHALL NOT BE UNDER ANY OBLIGATION TO ANY LENDER TO ASCERTAIN OR TO INQUIRE AS TO
THE OBSERVANCE OR PERFORMANCE OF ANY OF THE AGREEMENTS CONTAINED IN, OR
CONDITIONS OF, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR TO INSPECT THE
PROPERTIES, BOOKS OR RECORDS OF ANY LOAN PARTY.
9.4
RELIANCE BY