SHALL BE DEEMED TO RATIFY
THE POWER OF ATTORNEY GRANTED TO AGENT HEREUNDER.
LENDERS AND EACH
51
LOAN PARTY AGREE THAT NOTWITHSTANDING SECTION 32 OF "THE ACT RESPECTING THE
SPECIAL POWERS OF LEGAL PERSONS (QUEBEC)", AGENT MAY, AS THE PERSON HOLDING THE
POWER OF ATTORNEY OF LENDERS, ACQUIRE ANY DEBENTURES OR OTHER TITLE OF
INDEBTEDNESS SECURED BY ANY HYPOTHEC GRANTED BY ANY LOAN PARTY TO AGENT PURSUANT
TO THE LAWS OF THE PROVINCE OF QUEBEC.
(B)
NATURE OF DUTIES.
AGENT SHALL HAVE NO
DUTIES, OBLIGATIONS OR RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS
AGREEMENT OR IN THE LOAN DOCUMENTS.
THE DUTIES OF AGENT SHALL BE MECHANICAL AND
ADMINISTRATIVE IN NATURE.
AGENT SHALL NOT HAVE BY REASON OF THIS AGREEMENT A
FIDUCIARY, TRUST OR AGENCY RELATIONSHIP WITH OR IN RESPECT OF ANY LENDER, ANY
OBLIGOR OR ANY OTHER LOAN PARTY.
NOTHING IN THIS AGREEMENT OR ANY OF THE LOAN
DOCUMENTS, EXPRESS OR IMPLIED, IS INTENDED TO OR SHALL BE CONSTRUED TO IMPOSE
UPON AGENT ANY OBLIGATIONS IN RESPECT OF THIS AGREEMENT OR ANY OF THE LOAN
DOCUMENTS EXCEPT AS EXPRESSLY SET FORTH HEREIN OR THEREIN.
EACH LENDER SHALL
MAKE ITS OWN APPRAISAL OF THE CREDIT WORTHINESS OF THE LOAN PARTIES, AND SHALL
HAVE INDEPENDENTLY TAKEN WHATEVER STEPS IT CONSIDERS NECESSARY TO EVALUATE THE
FINANCIAL CONDITION AND AFFAIRS OF THE LOAN PARTIES, AND AGENT SHALL HAVE NO
DUTY OR RESPONSIBILITY, EITHER INITIALLY OR ON A CONTINUING BASIS, TO PROVIDE
ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION WITH RESPECT THERETO (OTHER THAN
AS EXPRESSLY REQUIRED HEREIN), WHETHER COMING INTO ITS POSSESSION BEFORE THE
CLOSING DATE OR AT ANY TIME OR TIMES THEREAFTER.
IF AGENT SEEKS THE CONSENT OR
APPROVAL OF ANY LENDERS TO THE TAKING OR REFRAINING FROM TAKING ANY ACTION
HEREUNDER, THEN AGENT SHALL SEND NOTICE THEREOF TO EACH LENDER.
AGENT SHALL
PROMPTLY NOTIFY EACH LENDER ANY TIME THAT THE REQUISITE LENDERS HAVE INSTRUCTED
AGENT TO ACT OR REFRAIN FROM ACTING PURSUANT HERETO
(C)
RIGHTS, EXCULPATION, ETC.
NEITHER AGENT NOR
ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE TO ANY
LENDER FOR ANY ACTION TAKEN OR OMITTED BY THEM HEREUNDER OR UNDER ANY OF THE
LOAN DOCUMENTS, OR IN CONNECTION HEREWITH OR THEREWITH, EXCEPT THAT AGENT SHALL
BE LIABLE TO THE EXTENT OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
DETERMINED BY A COURT OF COMPETENT JURISDICTION.
AGENT SHALL NOT BE LIABLE FOR
ANY APPORTIONMENT OR DISTRIBUTION OF PAYMENTS MADE BY IT IN GOOD FAITH AND IF
ANY SUCH APPORTIONMENT OR DISTRIBUTION IS SUBSEQUENTLY DETERMINED TO HAVE BEEN
MADE IN ERROR, THE SOLE RECOURSE OF ANY LENDER TO WHOM PAYMENT WAS DUE BUT NOT
MADE, SHALL BE TO RECOVER FROM OTHER LENDERS ANY PAYMENT IN EXCESS OF THE AMOUNT
TO WHICH THEY ARE DETERMINED TO BE ENTITLED (AND SUCH OTHER LENDERS HEREBY AGREE
TO RETURN TO SUCH LENDER ANY SUCH ERRONEOUS PAYMENTS RECEIVED BY THEM).
IN
PERFORMING ITS FUNCTIONS AND DUTIES HEREUNDER, AGENT SHALL EXERCISE THE SAME
CARE WHICH IT WOULD IN DEALING WITH LOANS