BY THE
ADMINISTRATIVE AGENT OR THE LENDERS.
ARTICLE VII
THE AGENTS
SECTION 7.01.
APPOINTMENT AND AUTHORIZATION.
EACH LENDER IRREVOCABLY
APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION AS AGENT ON
ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER THIS AGREEMENT AS ARE DELEGATED TO
THE ADMINISTRATIVE AGENT BY THE TERMS HEREOF, TOGETHER WITH ALL SUCH POWERS AS
ARE REASONABLY INCIDENTAL THERETO.
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SECTION 7.02.
AGENTS AND AFFILIATES.
EACH AGENT SHALL HAVE THE SAME
RIGHTS AND POWERS UNDER THIS AGREEMENT AS ANY OTHER LENDER AND MAY EXERCISE OR
REFRAIN FROM EXERCISING THE SAME AS THOUGH IT WERE NOT ONE OF THE AGENTS.
EACH
AGENT AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, AND GENERALLY
ENGAGE IN ANY KIND OF BUSINESS WITH THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE
OF THE BORROWER AS IF IT WERE NOT ONE OF THE AGENTS.
SECTION 7.03.
ACTION BY ADMINISTRATIVE AGENT.
THE OBLIGATIONS OF THE
ADMINISTRATIVE AGENT HEREUNDER ARE ONLY THOSE EXPRESSLY SET FORTH HEREIN.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE ADMINISTRATIVE AGENT SHALL
NOT BE REQUIRED TO TAKE ANY ACTION WITH RESPECT TO ANY DEFAULT, EXCEPT AS
EXPRESSLY PROVIDED IN ARTICLE 6.
SECTION 7.04.
CONSULTATION WITH EXPERTS.
EACH AGENT MAY CONSULT WITH
LEGAL COUNSEL (WHO MAY BE COUNSEL FOR THE BORROWER), INDEPENDENT PUBLIC
ACCOUNTANTS AND OTHER EXPERTS SELECTED BY IT AND SHALL NOT BE LIABLE FOR ANY
ACTION TAKEN OR OMITTED TO BE TAKEN BY IT IN GOOD FAITH IN ACCORDANCE WITH THE
ADVICE OF SUCH COUNSEL, ACCOUNTANTS OR EXPERTS.
SECTION 7.05.
LIABILITY OF AGENTS.
NONE OF THE AGENTS, THEIR
AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES SHALL
BE LIABLE FOR ANY ACTION TAKEN OR NOT TAKEN BY IT IN CONNECTION HEREWITH (I)
WITH THE CONSENT OR AT THE REQUEST OF THE REQUIRED LENDERS (OR SUCH DIFFERENT
NUMBER OF LENDERS AS ANY PROVISION HEREOF EXPRESSLY REQUIRES FOR SUCH CONSENT OR
REQUEST) OR (II) IN THE ABSENCE OF ITS OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT; PROVIDED THAT THE PROVISIONS OF THIS SENTENCE ARE FOR THE SOLE
BENEFIT OF THE AGENTS, THEIR AFFILIATES AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, AGENTS AND EMPLOYEES AND SHALL NOT RELEASE ANY LENDER FROM LIABILITY
IT WOULD OTHERWISE HAVE TO THE BORROWER.
NONE OF THE AGENTS, THEIR AFFILIATES
AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES SHALL BE
RESPONSIBLE FOR OR HAVE ANY DUTY TO ASCERTAIN, INQUIRE INTO OR VERIFY (I) ANY
STATEMENT, WARRANTY OR REPRESENTATION MADE IN CONNECTION WITH THIS AGREEMENT OR
ANY BORROWING HEREUNDER; (II) THE PERFORMANCE OR OBSERVANCE OF ANY OF THE
COVENANTS OR AGREEMENTS OF THE BORROWER; (III) THE SATISFACTION OF ANY CONDITION
SPECIFIED IN ARTICLE 3 EXCEPT, IN THE CASE OF THE ADMINISTRATIVE AGENT, RECEIPT
OF ITEMS REQUIRED TO BE DELIVERED TO IT; OR (IV) THE VALIDITY, EFFECTIVENESS OR
GENUINENESS OF THIS AGREEMENT, THE NOTES OR ANY OTHER INSTRUMENT OR WRITING
FURNISHED IN CONNECTION HEREWITH.
NO AGENT SHALL INCUR ANY LIABILITY BY ACTING
IN RELIANCE UPON ANY NOTICE, CONSENT, CERTIFICATE, STATEMENT OR OTHER WRITING
(WHICH MAY BE A BANK