PAYMENT OF THAT PORTION
OF OBLIGATIONS CONSTITUTING ACCRUED AND UNPAID INTEREST AND LENDER HEDGING
OBLIGATIONS; PROVIDED THAT AGENT SHALL HAVE NO INDEPENDENT RESPONSIBILITY TO
DETERMINE THE EXISTENCE OR AMOUNT OF LENDER HEDGING OBLIGATIONS AND MAY RESERVE
FROM THE APPLICATION OF AMOUNTS UNDER THIS SECTION AMOUNTS DISTRIBUTABLE IN
RESPECT OF LENDER HEDGING OBLIGATIONS UNTIL IT HAS RECEIVED EVIDENCE
SATISFACTORY TO IT OF THE EXISTENCE AND AMOUNT OF SUCH LENDER HEDGING
OBLIGATIONS; PROVIDED FURTHER, HOWEVER, THAT AGENT MAY RELY ON
57
STATEMENTS OF THE LENDER PARTIES AS TO THE EXISTENCE AND AMOUNTS OF LENDER
HEDGING OBLIGATIONS OWING TO THEM;
(C)
THIRD, RATABLY TO THE PAYMENT OR
CASH-COLLATERALIZATION OF ALL OTHER OBLIGATIONS OF THE BORROWER OR ANY GUARANTOR
OWING UNDER OR IN RESPECT OF THE LOAN DOCUMENTS THAT ARE DUE AND PAYABLE ON SUCH
DATE (AND AMONG SUCH OBLIGATIONS IN THE MANNER PROVIDED IN SECTION 3.1); AND
(D)
THE BALANCE, IF ANY, AFTER ALL OF THE
OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID IN FULL, TO THE BORROWER OR AS OTHERWISE
REQUIRED BY LAW.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
58
ARTICLE IX
AGENT
SECTION 9.1.
APPOINTMENT AND AUTHORITY.
EACH
LENDER PARTY HEREBY IRREVOCABLY AUTHORIZES AGENT, AND AGENT HEREBY UNDERTAKES,
TO RECEIVE PAYMENTS OF PRINCIPAL, INTEREST AND OTHER AMOUNTS DUE HEREUNDER AS
SPECIFIED HEREIN AND TO TAKE ALL OTHER ACTIONS AND TO EXERCISE SUCH POWERS UNDER
THE LOAN DOCUMENTS AS ARE SPECIFICALLY DELEGATED TO AGENT BY THE TERMS HEREOF OR
THEREOF, TOGETHER WITH ALL OTHER POWERS REASONABLY INCIDENTAL THERETO.
THE
RELATIONSHIP OF AGENT TO THE OTHER LENDER PARTIES IS ONLY THAT OF ONE COMMERCIAL
LENDER ACTING AS AGENT FOR OTHERS, AND NOTHING IN THE LOAN DOCUMENTS SHALL BE
CONSTRUED TO CONSTITUTE AGENT A TRUSTEE OR OTHER FIDUCIARY FOR ANY LENDER PARTY
OR ANY HOLDER OF ANY PARTICIPATION IN A NOTE NOR TO IMPOSE ON AGENT DUTIES AND
OBLIGATIONS OTHER THAN THOSE EXPRESSLY PROVIDED FOR IN THE LOAN DOCUMENTS.
WITH
RESPECT TO ANY MATTERS NOT EXPRESSLY PROVIDED FOR IN THE LOAN DOCUMENTS AND ANY
MATTERS WHICH THE LOAN DOCUMENTS PLACE WITHIN THE DISCRETION OF AGENT, AGENT
SHALL NOT BE REQUIRED TO EXERCISE ANY DISCRETION OR TAKE ANY ACTION, AND IT MAY
REQUEST INSTRUCTIONS FROM LENDERS WITH RESPECT TO ANY SUCH MATTER, IN WHICH CASE
IT SHALL BE REQUIRED TO ACT OR TO REFRAIN FROM ACTING (AND SHALL BE FULLY
PROTECTED AND FREE FROM LIABILITY TO ALL LENDER PARTIES IN SO ACTING OR
REFRAINING FROM ACTING) UPON THE INSTRUCTIONS OF REQUIRED LENDERS (INCLUDING
ITSELF), PROVIDED, HOWEVER, THAT AGENT SHALL NOT BE REQUIRED TO TAKE ANY ACTION
WHICH EXPOSES IT TO A RISK OF PERSONAL LIABILITY THAT IT CONSIDERS UNREASONABLE
OR WHICH IS CONTRARY TO THE LOAN DOCUMENTS OR TO APPLICABLE LAW.
SECTION 9.2.
EXCULPATION, AGENT'S RELIANCE,
ETC.
NEITHER AGENT NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS, ATTORNEYS, OR
EMPLOYEES SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF
THEM UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS, INCLUDING THEIR NEGLIGENCE
OF ANY KIND, EXCEPT THAT EACH