INSTRUMENTS AND OTHER
DOCUMENTS AND PAPERS THAT AGENT MAY REASONABLY REQUIRE IN ORDER FOR SUCH
GOVERNMENTAL CONSENT, APPROVAL, RECORDING, QUALIFICATION OR AUTHORIZATION TO BE
OBTAINED. HOLDINGS AND BORROWER EACH AGREES TO USE ITS BEST EFFORTS TO CAUSE
31
SUCH GOVERNMENTAL CONSENTS, APPROVALS, RECORDINGS, QUALIFICATIONS AND
AUTHORIZATIONS TO BE FORTHCOMING.
SECTION 7.
THE AGENT.
7.1
APPOINTMENT AND AUTHORIZATION; "AGENT".
EACH LENDER HEREBY
IRREVOCABLY (SUBJECT TO SECTION 7.10) APPOINTS, DESIGNATES AND AUTHORIZES AGENT
TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND
EACH OTHER LOAN DOCUMENT AND TO EXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS
ARE EXPRESSLY DELEGATED TO IT BY THE TERMS OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED ELSEWHERE IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, AGENT SHALL NOT HAVE ANY DUTIES OR
RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN, NOR SHALL AGENT HAVE
OR BE DEEMED TO HAVE ANY FIDUCIARY RELATIONSHIP WITH ANY LENDER, 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 AGENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SENTENCE, THE
USE OF THE TERM "AGENT" IN THIS AGREEMENT WITH REFERENCE TO AGENT IS NOT
INTENDED TO CONNOTE ANY FIDUCIARY OR OTHER IMPLIED (OR EXPRESS) OBLIGATIONS
ARISING UNDER AGENCY DOCTRINE OF ANY APPLICABLE LAW.
INSTEAD, SUCH TERM IS USED
MERELY AS A MATTER OF MARKET CUSTOM, AND IS INTENDED TO CREATE OR REFLECT ONLY
AN ADMINISTRATIVE RELATIONSHIP BETWEEN INDEPENDENT CONTRACTING PARTIES.
7.2
DELEGATION OF DUTIES.
AGENT MAY EXECUTE ANY OF ITS DUTIES UNDER
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY OR THROUGH AGENTS, EMPLOYEES OR
ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO ADVICE OF COUNSEL CONCERNING ALL
MATTERS PERTAINING TO SUCH DUTIES.
AGENT SHALL NOT BE RESPONSIBLE FOR THE
NEGLIGENCE OR MISCONDUCT OF ANY AGENT OR ATTORNEY-IN-FACT THAT IT SELECTS WITH
REASONABLE CARE.
7.3
LIABILITY OF AGENT.
NONE OF AGENT-RELATED PERSONS SHALL (I) BE
LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT),
OR (II) BE RESPONSIBLE IN ANY MANNER TO ANY OF LENDERS FOR ANY RECITAL,
STATEMENT, REPRESENTATION OR WARRANTY MADE BY HOLDINGS OR BORROWER OR ANY
SUBSIDIARY OR AFFILIATE OF BORROWER, OR ANY OFFICER THEREOF, CONTAINED IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, OR IN ANY CERTIFICATE, REPORT,
STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY AGENT
UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
THE VALUE OF OR TITLE TO ANY COLLATERAL, OR THE VALIDITY, EFFECTIVENESS,
GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR FOR ANY FAILURE OF ANY LOAN PARTY TO PERFORM ITS OBLIGATIONS
HEREUNDER OR THEREUNDER.
NO AGENT-RELATED PERSON SHALL BE