ALL OTHER OBLIGATIONS OF THE BORROWERS HEREUNDER AND UNDER
THE NOTES SHALL HAVE BEEN PAID IN FULL, THE BALANCE, IF ANY, IN SUCH L/C CASH
DEPOSIT ACCOUNT SHALL BE PROMPTLY RETURNED TO TBC.
ARTICLE 7
THE AGENT
7.1
AUTHORIZATION AND ACTION.
EACH LENDER (IN
ITS CAPACITIES AS A LENDER AND ISSUING BANK, AS APPLICABLE) HEREBY APPOINTS AND
AUTHORIZES THE AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE
SUCH POWERS UNDER THIS AGREEMENT AS ARE DELEGATED TO THE AGENT BY THE TERMS
HEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO.
AS TO
ANY MATTERS NOT EXPRESSLY PROVIDED FOR BY THIS AGREEMENT (INCLUDING WITHOUT
LIMITATION, ENFORCEMENT OR COLLECTION OF ANY NOTES), THE 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 MAJORITY LENDERS OR AS
OTHERWISE REQUIRED BY SECTION 8.1(B) AND SUCH INSTRUCTIONS SHALL BE BINDING UPON
ALL LENDERS AND ALL HOLDERS OF INTERESTS IN ADVANCES; PROVIDED, HOWEVER, THAT
THE AGENT SHALL NOT BE REQUIRED TO TAKE ANY ACTION WHICH EXPOSES THE AGENT TO
PERSONAL LIABILITY OR WHICH IS CONTRARY TO THIS AGREEMENT OR APPLICABLE LAW.
THE AGENT AGREES TO GIVE TO EACH LENDER PROMPT NOTICE OF EACH NOTICE GIVEN TO IT
BY THE BORROWERS PURSUANT TO THE TERMS OF THIS AGREEMENT.
7.2
AGENT'S RELIANCE, ETC.
NEITHER THE AGENT
NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY
ACTION TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM UNDER OR IN CONNECTION WITH
THIS AGREEMENT, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE AGENT:
47
(A)
MAY TREAT THE LENDER THAT MADE ANY ADVANCE
AS THE PAYEE THEREOF UNTIL THE AGENT RECEIVES AND ACCEPTS AN ASSIGNMENT ENTERED
INTO BY SUCH LENDER, AS ASSIGNOR, AND AN ELIGIBLE ASSIGNEE, AS ASSIGNEE, AS
PROVIDED IN SECTION 2.21;
(B)
MAY CONSULT WITH LEGAL COUNSEL (INCLUDING
COUNSEL FOR THE BORROWERS), INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER EXPERTS
SELECTED BY IT AND SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE
TAKEN IN GOOD FAITH BY IT IN ACCORDANCE WITH THE ADVICE OF SUCH COUNSEL,
ACCOUNTANTS OR OTHER EXPERTS;
(C)
MAKES NO WARRANTY OR REPRESENTATION TO ANY
LENDER AND SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR ANY STATEMENTS, WARRANTIES
OR REPRESENTATIONS (WHETHER WRITTEN OR ORAL) MADE IN OR IN CONNECTION WITH THIS
AGREEMENT;
(D)
SHALL NOT HAVE ANY DUTY TO ASCERTAIN OR TO
INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS, COVENANTS OR
CONDITIONS OF THIS AGREEMENT ON THE PART OF ANY BORROWER OR TO INSPECT THE
PROPERTY (INCLUDING THE BOOKS AND RECORDS) OF ANY BORROWER;
(E)
SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR
THE DUE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS, SUFFICIENCY
OR VALUE OF, OR THE PERFECTION OR PRIORITY OF ANY LIEN