Credit shall have expired
or been fully drawn upon, all Reimbursement Obligations shall have been
satisfied and all other obligations of the Borrower hereunder and under the
other Loan Documents and any Specified Hedge Agreements shall have been paid in
full, the balance, if any, in such cash collateral account shall be returned to
the Borrower (or such other Person as may be lawfully entitled thereto).
Except
as expressly provided above in this Section, presentment, demand, protest and
all other notices of any kind are hereby expressly waived by the Borrower.
SECTION 9.
THE AGENTS
9.1.
APPOINTMENT.
EACH LENDER (AND, IF APPLICABLE, EACH OTHER SECURED PARTY)
HEREBY IRREVOCABLY DESIGNATES AND APPOINTS EACH AGENT AS THE AGENT OF SUCH
LENDER (AND, IF APPLICABLE, EACH OTHER SECURED PARTY) UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS, AND EACH SUCH LENDER IRREVOCABLY AUTHORIZES SUCH
AGENT, IN SUCH CAPACITY, TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND TO EXERCISE SUCH POWERS AND
PERFORM SUCH DUTIES AS ARE EXPRESSLY DELEGATED TO SUCH AGENT BY THE TERMS OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH SUCH OTHER POWERS AS
ARE REASONABLY INCIDENTAL THERETO.
NOTWITHSTANDING ANY PROVISION TO THE
CONTRARY ELSEWHERE IN THIS AGREEMENT, NO AGENT SHALL HAVE ANY DUTIES OR
RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN, OR ANY FIDUCIARY
RELATIONSHIP WITH ANY LENDER OR OTHER SECURED PARTY, AND NO IMPLIED COVENANTS,
FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL BE READ
INTO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHERWISE EXIST AGAINST ANY
AGENT.
9.2.
DELEGATION OF DUTIES.
EACH AGENT MAY EXECUTE ANY OF ITS DUTIES UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY OR THROUGH AGENTS OR ATTORNEYS-IN-FACT
AND SHALL BE ENTITLED TO ADVICE OF COUNSEL CONCERNING ALL MATTERS PERTAINING TO
SUCH DUTIES.
NO AGENT SHALL BE RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF
ANY AGENTS OR ATTORNEYS IN-FACT SELECTED BY IT WITH REASONABLE CARE.
9.3.
EXCULPATORY PROVISIONS.
NEITHER ANY AGENT NOR ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES SHALL BE
(I) LIABLE FOR ANY ACTION LAWFULLY TAKEN OR OMITTED TO BE TAKEN BY IT OR SUCH
PERSON UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(EXCEPT TO THE EXTENT THAT ANY OF THE FOREGOING ARE FOUND BY A FINAL AND
NONAPPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
FROM ITS OR SUCH PERSON'S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OR
(II) RESPONSIBLE IN ANY MANNER TO ANY OF THE LENDERS OR ANY OTHER SECURED PARTY
FOR ANY RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY ANY LOAN
PARTY OR ANY OFFICER THEREOF CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR ANY SPECIFIED HEDGE AGREEMENT OR IN ANY CERTIFICATE, REPORT,
STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY THE
AGENTS UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
ANY SPECIFIED HEDGE AGREEMENT OR FOR THE VALUE, VALIDITY, EFFECTIVENESS,