PROTECT THE AGENT'S
INTERESTS (FOR THE BENEFIT OF THE AGENT AND LENDERS) IN THE COLLATERAL AND SHALL
NOT IMPOSE ANY DUTY UPON THE AGENT OR ANY LENDER TO EXERCISE ANY SUCH POWERS.
THE AGENT AGREES THAT (A) IT SHALL NOT EXERCISE ANY POWER OR AUTHORITY GRANTED
UNDER THE POWER OF ATTORNEY UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, AND (B) THE AGENT SHALL ACCOUNT FOR ANY MONEYS RECEIVED BY THE AGENT
IN RESPECT OF ANY FORECLOSURE ON OR DISPOSITION OF COLLATERAL PURSUANT TO THE
POWER OF ATTORNEY PROVIDED THAT NONE OF THE AGENT OR ANY LENDER SHALL HAVE ANY
DUTY AS TO ANY COLLATERAL, AND THE AGENT AND LENDERS SHALL BE ACCOUNTABLE ONLY
FOR AMOUNTS THAT THEY ACTUALLY RECEIVE AS A RESULT OF THE EXERCISE OF SUCH
POWERS.
NONE OF THE AGENT, LENDERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR
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REPRESENTATIVES SHALL BE RESPONSIBLE TO THE COMPANY FOR ANY ACT OR FAILURE TO
ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES
ATTRIBUTABLE SOLELY TO THEIR OWN BAD FAITH, GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR
ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.
6.7
THE AGENT AND EACH LENDER SHALL USE REASONABLE CARE WITH RESPECT
TO THE COLLATERAL IN ITS POSSESSION OR UNDER ITS CONTROL.
NEITHER THE AGENT NOR
ANY LENDER SHALL HAVE ANY OTHER DUTY AS TO ANY COLLATERAL IN ITS POSSESSION OR
CONTROL OR IN THE POSSESSION OR CONTROL OF ANY AGENT OR NOMINEE OF THE AGENT OR
SUCH LENDER, OR ANY INCOME THEREON OR AS TO THE PRESERVATION OF RIGHTS AGAINST
PRIOR PARTIES OR ANY OTHER RIGHTS PERTAINING THERETO.
SECTION 7.
REPRESENTATIONS, WARRANTIES AND COVENANTS.
7.1
THE COMPANY REPRESENTS AND WARRANTS AS FOLLOWS:
(A)
THE COMPANY (I) IS A CORPORATION DULY INCORPORATED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE, (II) HAS
ALL REQUISITE CORPORATE POWER AND LEGAL RIGHT TO OWN AND OPERATE ITS PROPERTY,
TO LEASE THE PROPERTY IT LEASES, AND TO CARRY ON ITS BUSINESS AS NOW BEING
CONDUCTED, AND (III) IS DULY QUALIFIED TO DO BUSINESS, AND IS IN GOOD STANDING,
IN EVERY JURISDICTION WHERE THE NATURE OF ITS BUSINESS REQUIRES IT TO BE SO
QUALIFIED AND WHERE THE FAILURE TO BE SO QUALIFIED COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
THE COMPANY HAS ALL NECESSARY CORPORATE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND ALL OTHER INSTRUMENTS AND DOCUMENTS TO BE
DELIVERED HEREUNDER, AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND THEREUNDER AND
TO ENTER INTO THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
THE EXECUTION
AND DELIVERY BY THE COMPANY OF THIS AGREEMENT AND THE OTHER INSTRUMENTS AND
DOCUMENTS TO BE DELIVERED HEREUNDER TO WHICH IT IS A PARTY, AND THE PERFORMANCE
OF ITS OBLIGATIONS HEREUNDER AND THEREUNDER AND ITS ENTERING INTO THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE ACTION.
(C)
NONE OF THE EXECUTION AND