OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, ADVISORS OR REPRESENTATIVES (THE "AGENT AFFILIATES") WARRANT THE
ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS OR
THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN
THE PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS.
NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT
AFFILIATES IN CONNECTION WITH THE PLATFORM OR THE APPROVED ELECTRONIC
COMMUNICATIONS.
(D)
EACH OF THE LENDERS, THE BORROWER AND EACH GUARANTOR AGREES THAT
EACH AGENT MAY, BUT (EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW) SHALL NOT BE
OBLIGATED TO, STORE THE APPROVED ELECTRONIC COMMUNICATIONS ON THE PLATFORM IN
ACCORDANCE WITH SUCH AGENT'S GENERALLY-APPLICABLE DOCUMENT RETENTION PROCEDURES
AND POLICIES.
9.10
COLLATERAL MATTERS RELATING TO RELATED OBLIGATIONS.
THE BENEFIT OF
THE CREDIT DOCUMENTS AND OF THE PROVISIONS OF THIS AGREEMENT RELATING TO THE
COLLATERAL SHALL EXTEND TO AND BE AVAILABLE IN RESPECT OF ANY OBLIGATION ARISING
UNDER ANY HEDGE AGREEMENT OR ANY CASH MANAGEMENT OBLIGATION OR THAT IS OTHERWISE
OWED TO PERSONS OTHER THAN THE FACILITY AGENTS AND THE LENDERS (COLLECTIVELY,
"RELATED OBLIGATIONS") SOLELY ON THE CONDITION AND UNDERSTANDING, AS AMONG THE
FACILITY AGENTS AND ALL SECURED PARTIES, THAT (A) THE RELATED OBLIGATIONS SHALL
BE ENTITLED TO THE BENEFIT OF THE CREDIT DOCUMENTS AND THE COLLATERAL TO THE
EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND
TO SUCH EXTENT THE COLLATERAL AGENT SHALL HOLD, AND HAVE THE RIGHT AND POWER TO
ACT WITH RESPECT TO, THE GUARANTY AND THE COLLATERAL ON BEHALF OF AND AS AGENT
FOR THE HOLDERS OF THE RELATED OBLIGATIONS, BUT EACH FACILITY AGENT IS OTHERWISE
ACTING SOLELY AS AGENT FOR THE LENDERS AND SHALL HAVE NO FIDUCIARY DUTY, DUTY OF
LOYALTY, DUTY OF CARE, DUTY OF DISCLOSURE OR OTHER OBLIGATION WHATSOEVER TO ANY
HOLDER OF RELATED OBLIGATIONS, (B) ALL MATTERS, ACTS AND OMISSIONS RELATING IN
ANY MANNER TO THE GUARANTY, THE COLLATERAL, OR THE OMISSION, CREATION,
PERFECTION, PRIORITY, ABANDONMENT OR RELEASE OF ANY LIEN, SHALL BE GOVERNED
SOLELY BY THE PROVISIONS OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND NO
SEPARATE LIEN, RIGHT, POWER OR REMEDY SHALL ARISE OR EXIST IN FAVOR OF ANY
SECURED PARTY UNDER ANY SEPARATE INSTRUMENT OR AGREEMENT OR IN RESPECT OF ANY
RELATED OBLIGATION, (C) EACH SECURED PARTY SHALL BE BOUND BY ALL ACTIONS TAKEN
OR OMITTED, IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND THE OTHER
CREDIT DOCUMENTS, BY ANY FACILITY AGENT AND THE REQUISITE LENDERS, EACH OF WHOM
SHALL BE ENTITLED TO ACT AT ITS SOLE DISCRETION AND EXCLUSIVELY IN ITS OWN
INTEREST GIVEN ITS OWN COMMITMENTS AND ITS OWN INTEREST IN THE LOANS, AND OTHER
OBLIGATIONS TO IT ARISING UNDER THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS,
WITHOUT ANY DUTY OR LIABILITY TO ANY OTHER SECURED PARTY OR AS TO ANY RELATED
OBLIGATION AND WITHOUT REGARD TO WHETHER ANY