which are hereby
expressly waived by each Credit Party:
(I) the unpaid principal amount of and
accrued interest on the Loans and (II) all other Obligations; and (B) the
Administrative Agent may cause Collateral Agent to enforce any and all Liens and
security interests created pursuant to Collateral Documents;
8.2
[RESERVED].
8.3
RESCISSION.
IF AT ANY TIME AFTER THE
ACCELERATION OF THE MATURITY OF THE LOANS, THE BORROWER SHALL PAY ALL ARREARS OF
INTEREST AND ALL PAYMENTS ON ACCOUNT OF PRINCIPAL OF THE LOANS THAT SHALL HAVE
BECOME DUE OTHERWISE THAN BY ACCELERATION (WITH INTEREST ON PRINCIPAL AND, TO
THE EXTENT PERMITTED BY LAW, ON OVERDUE INTEREST, AT THE RATES SPECIFIED HEREIN)
AND ALL EVENTS OF DEFAULT AND DEFAULTS (OTHER THAN NON-PAYMENT OF PRINCIPAL OF
AND ACCRUED INTEREST ON THE LOANS DUE AND PAYABLE SOLELY BY VIRTUE OF
ACCELERATION) SHALL BE REMEDIED OR WAIVED PURSUANT TO SECTION 10.5, THEN UPON
THE WRITTEN CONSENT OF THE REQUISITE LENDERS AND WRITTEN NOTICE TO THE BORROWER,
THE ACCELERATION AND THEIR CONSEQUENCES MAY BE RESCINDED AND ANNULLED; PROVIDED,
HOWEVER, THAT SUCH ACTION SHALL NOT AFFECT ANY SUBSEQUENT EVENT OF DEFAULT OR
DEFAULT OR IMPAIR ANY RIGHT OR REMEDY CONSEQUENT THEREON.
THE PROVISIONS OF THE
PRECEDING SENTENCE ARE INTENDED MERELY TO BIND THE LENDERS TO A DECISION THAT
MAY BE MADE AT THE ELECTION OF THE REQUISITE LENDERS, AND SUCH PROVISIONS ARE
NOT INTENDED TO BENEFIT THE BORROWER AND DO NOT GIVE THE BORROWER THE RIGHT TO
REQUIRE THE LENDERS TO RESCIND OR ANNUL ANY ACCELERATION HEREUNDER, EVEN IF THE
CONDITIONS SET FORTH HEREIN ARE MET.
SECTION 9.
AGENTS
9.1
APPOINTMENT OF AGENTS; AUTHORIZATION.
(A)
JPMCB IS HEREBY APPOINTED SYNDICATION AGENT
HEREUNDER, AND EACH LENDER HEREBY AUTHORIZES JPMCB TO ACT AS SYNDICATION AGENT
IN ACCORDANCE WITH THE TERMS HEREOF AND THE OTHER CREDIT DOCUMENTS.
CNAI IS
HEREBY APPOINTED ADMINISTRATIVE AGENT AND COLLATERAL AGENT HEREUNDER AND UNDER
THE OTHER CREDIT DOCUMENTS AND EACH LENDER HEREBY AUTHORIZES CNAI TO ACT AS THE
ADMINISTRATIVE AGENT AND COLLATERAL AGENT IN ACCORDANCE WITH THE TERMS HEREOF
AND THE OTHER CREDIT DOCUMENTS.
EACH AGENT HEREBY AGREES TO ACT IN ITS
RESPECTIVE CAPACITY AS SUCH UPON THE EXPRESS CONDITIONS CONTAINED HEREIN AND THE
OTHER CREDIT DOCUMENTS, AS APPLICABLE.
THE PROVISIONS OF THIS SECTION 9 ARE
SOLELY FOR THE BENEFIT OF THE AGENTS, THE LENDERS AND NO CREDIT PARTY OR ANY OF
THEIR SUBSIDIARIES OR AFFILIATES SHALL HAVE ANY RIGHTS AS A THIRD PARTY
BENEFICIARY OF ANY OF THE PROVISIONS THEREOF.
IN PERFORMING ITS FUNCTIONS AND
DUTIES HEREUNDER, EACH 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
92
OR DUTIES WHATSOEVER UNDER THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS AND
SHALL INCUR NO LIABILITY HEREUNDER OR THEREUNDER IN SUCH CAPACITY.
(B)
EACH LENDER HEREBY ACKNOWLEDGES THE
APPOINTMENT