NOTICE OF ANY
KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY THE BORROWERS.
ARTICLE 7
THE AGENT
7.1
AUTHORIZATION AND ACTION.
EACH LENDER 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.
41
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:
(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 2.20;
(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 THIS AGREEMENT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED
PURSUANT HERETO; AND
(F)
SHALL INCUR NO LIABILITY UNDER OR IN
RESPECT OF THIS AGREEMENT BY ACTING UPON ANY NOTICE, CONSENT, CERTIFICATE OR
OTHER INSTRUMENT OR WRITING (WHICH MAY