and the Lenders, and the Borrower 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
the Borrower or any of its Subsidiaries.
9.2
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 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 SYNDICATION 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 A LENDER 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 BORROWER TO ANY AGENT OR ANY LENDER IN
CONNECTION WITH THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY OR
FOR THE FINANCIAL CONDITION OR BUSINESS AFFAIRS OF THE BORROWER OR ANY OTHER
PERSON LIABLE FOR THE PAYMENT OF ANY OBLIGATIONS, NOR SHALL ANY AGENT BE
REQUIRED TO
70
ASCERTAIN OR INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS,
CONDITIONS, PROVISIONS, COVENANTS OR AGREEMENTS CONTAINED IN ANY OF THE LOAN
DOCUMENTS (OTHER THAN TO CONFIRM RECEIPT OF ITEMS REQUIRED UNDER THIS AGREEMENT
OR ANY LOAN DOCUMENT TO BE DELIVERED TO SUCH AGENT) OR AS TO THE USE OF THE
PROCEEDS OF THE LOANS OR AS TO THE EXISTENCE OR POSSIBLE EXISTENCE OF