In performing its functions and duties hereunder, each
Facility Agent 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 or
Affiliates.
None of the Joint Lead Arrangers shall have any obligations or
duties whatsoever under this Agreement or the other Credit Documents and shall
incur no liability hereunder or thereunder in such capacity.
(B)
[RESERVED].
74
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 FACILITY AGENT BY THE
TERMS HEREOF AND THEREOF, TOGETHER WITH SUCH POWERS, RIGHTS AND REMEDIES AS ARE
REASONABLY INCIDENTAL THERETO.
EACH FACILITY AGENT SHALL HAVE ONLY THOSE DUTIES
AND RESPONSIBILITIES THAT ARE EXPRESSLY SPECIFIED HEREIN AND THE OTHER CREDIT
DOCUMENTS.
EACH FACILITY AGENT MAY EXERCISE SUCH POWERS, RIGHTS AND REMEDIES
AND PERFORM SUCH DUTIES BY OR THROUGH ITS AGENTS OR EMPLOYEES.
NO FACILITY
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
FACILITY AGENT SHALL BE RESPONSIBLE TO ANY LENDER 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 FACILITY 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 FACILITY 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.
(B)
EXCULPATORY PROVISIONS.
NO FACILITY AGENT
NOR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE
LIABLE TO LENDERS FOR ANY ACTION TAKEN