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.
THE DUTIES OF THE AGENT SHALL BE MECHANICAL AND ADMINISTRATIVE IN
NATURE AND THE AGENT SHALL NOT BY REASON OF THIS AGREEMENT BE A TRUSTEE OR
FIDUCIARY FOR ANY LENDER.
THE AGENT SHALL HAVE NO DUTIES OR RESPONSIBILITIES
EXCEPT THOSE EXPRESSLY SET FORTH HEREIN.
AS TO ANY MATTERS NOT EXPRESSLY
PROVIDED FOR BY THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ENFORCEMENT OR
COLLECTION OF THE NOTES), THE AGENT SHALL NOT BE REQUIRED TO ACT OR TO REFRAIN
FROM ACTING EXCEPT UPON THE INSTRUCTIONS OF THE REQUIRED LENDERS OR, TO THE
EXTENT REQUIRED UNDER SECTION 11.01, ALL LENDERS (AND SHALL BE FULLY PROTECTED
IN SO ACTING OR SO REFRAINING FROM ACTING), AND SUCH INSTRUCTIONS SHALL BE
BINDING UPON ALL LENDERS AND ALL HOLDERS OF NOTES; 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 SHALL ADMINISTER THE LOAN IN THE SAME MANNER THAT IT WOULD ADMINISTER
A COMPARABLE LOAN HELD 100% FOR ITS OWN ACCOUNT.
SECTION 10.02
LIABILITY OF AGENT.
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 IN THE
ABSENCE OF ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE AGENT (1) MAY TREAT THE PAYEE OF
ANY NOTE AS THE HOLDER THEREOF UNTIL THE AGENT RECEIVES WRITTEN NOTICE OF THE
ASSIGNMENT OR TRANSFER THEREOF SIGNED BY SUCH PAYEE AND IN FORM SATISFACTORY TO
THE AGENT; (2) MAY CONSULT WITH LEGAL COUNSEL (INCLUDING 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 IN GOOD FAITH BY
IT IN ACCORDANCE WITH THE ADVICE OF SUCH COUNSEL, ACCOUNTANTS, OR EXPERTS; (3)
MAKES NO WARRANTY OR REPRESENTATION TO ANY LENDER AND SHALL NOT BE RESPONSIBLE
TO ANY LENDER FOR ANY STATEMENTS, WARRANTIES, OR REPRESENTATIONS MADE IN OR IN
CONNECTION WITH THIS AGREEMENT; (4) SHALL NOT HAVE ANY DUTY TO ASCERTAIN OR TO
INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE OF ANY TERMS, COVENANTS, OR
CONDITIONS OF THIS AGREEMENT ON THE PART OF THE BORROWER (OTHER THAN THE PAYMENT
OF PRINCIPAL, INTEREST AND FEES DUE HEREUNDER), OR TO INSPECT THE PROPERTY
(INCLUDING THE BOOKS AND RECORDS) OF THE BORROWER; (5) SHALL NOT BE RESPONSIBLE
TO ANY LENDER FOR THE DUE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY,
GENUINENESS, PERFECTION, SUFFICIENCY OR VALUE OF THIS AGREEMENT OR ANY OTHER
INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR THE VALUE, SUFFICIENCY,
CREATION, PERFECTION OR PRIORITY OF ANY LIEN IN ANY COLLATERAL SECURITY; AND (6)
SHALL INCUR NO LIABILITY