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
Lead Arrangers, the Syndication Agent or the Co-Documentation Agents 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.
(A)
EACH LENDER AND EACH ISSUER HEREBY ACKNOWLEDGES THE APPOINTMENT 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 AND EACH ISSUING BANK
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 FACILITY 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 OR ANY ISSUING BANK; 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 or any Issuing Bank 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 the Issuing Banks or by or on
behalf of any Credit Party,
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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