STATEMENTS TO EACH BORROWER, OR TO FILE THEM
WITH ANY FILING OFFICE, UNLESS AND UNTIL THIS AGREEMENT SHALL HAVE BEEN
TERMINATED IN ACCORDANCE WITH ITS TERMS AND ALL OBLIGATIONS HAVE BEEN
INDEFEASIBLY PAID IN FULL IN IMMEDIATELY AVAILABLE FUNDS.
ALL REPRESENTATIONS,
WARRANTIES, COVENANTS, WAIVERS AND AGREEMENTS CONTAINED HEREIN SHALL SURVIVE
TERMINATION HEREOF UNTIL ALL OBLIGATIONS ARE INDEFEASIBLY PAID AND PERFORMED IN
FULL.
82
XIV.
REGARDING AGENT.
14.1.
APPOINTMENT.
EACH LENDER HEREBY DESIGNATES PNC TO ACT AS AGENT FOR
SUCH LENDER UNDER THIS AGREEMENT AND THE OTHER DOCUMENTS.
EACH LENDER HEREBY
IRREVOCABLY AUTHORIZES AGENT TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE
PROVISIONS OF THIS AGREEMENT AND THE OTHER DOCUMENTS AND TO EXERCISE SUCH POWERS
AND TO PERFORM SUCH DUTIES HEREUNDER AND THEREUNDER AS ARE SPECIFICALLY
DELEGATED TO OR REQUIRED OF AGENT BY THE TERMS HEREOF AND THEREOF AND SUCH OTHER
POWERS AS ARE REASONABLY INCIDENTAL THERETO AND AGENT SHALL HOLD ALL COLLATERAL,
PAYMENTS OF PRINCIPAL AND INTEREST, FEES (EXCEPT THE FEES SET FORTH IN THE FEE
LETTER), CHARGES AND COLLECTIONS (WITHOUT GIVING EFFECT TO ANY COLLECTION DAYS)
RECEIVED PURSUANT TO THIS AGREEMENT, FOR THE RATABLE BENEFIT OF LENDERS.
AGENT
MAY PERFORM ANY OF ITS DUTIES HEREUNDER BY OR THROUGH ITS AGENTS OR EMPLOYEES.
AS TO ANY MATTERS NOT EXPRESSLY PROVIDED FOR BY THIS AGREEMENT (INCLUDING
COLLECTION OF THE NOTE) AGENT SHALL NOT BE REQUIRED TO EXERCISE ANY DISCRETION
OR TAKE ANY ACTION, BUT SHALL BE REQUIRED TO ACT OR TO REFRAIN FROM ACTING (AND
SHALL BE FULLY PROTECTED IN SO ACTING OR REFRAINING FROM ACTING) UPON THE
INSTRUCTIONS OF THE REQUIRED LENDERS, AND SUCH INSTRUCTIONS SHALL BE BINDING;
PROVIDED, HOWEVER, THAT AGENT SHALL NOT BE REQUIRED TO TAKE ANY ACTION WHICH
EXPOSES AGENT TO LIABILITY OR WHICH IS CONTRARY TO THIS AGREEMENT OR THE OTHER
DOCUMENTS OR APPLICABLE LAW UNLESS AGENT IS FURNISHED WITH AN INDEMNIFICATION
REASONABLY SATISFACTORY TO AGENT WITH RESPECT THERETO.
THE LENDERS MAY NOT,
UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, REMOVE PNC AS THE
AGENT AND DESIGNATE A SUCCESSOR AGENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
BORROWING AGENT, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED.
14.2.
NATURE OF DUTIES.
AGENT SHALL HAVE NO DUTIES OR RESPONSIBILITIES
EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER DOCUMENTS.
NEITHER AGENT NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE
(I) LIABLE FOR ANY ACTION TAKEN OR OMITTED BY THEM AS SUCH HEREUNDER OR IN
CONNECTION HEREWITH, UNLESS CAUSED BY THEIR GROSS (NOT MERE) NEGLIGENCE OR
WILLFUL MISCONDUCT (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A
FINAL NON-APPEALABLE JUDGMENT), OR (II) RESPONSIBLE IN ANY MANNER FOR ANY
RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY ANY BORROWER OR ANY
OFFICER THEREOF CONTAINED IN THIS AGREEMENT, OR IN ANY OF THE OTHER DOCUMENTS OR
IN ANY CERTIFICATE, REPORT, STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED
FOR IN, OR RECEIVED BY AGENT UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY
OF THE OTHER DOCUMENTS OR FOR