TO SEND NOTICES ON BEHALF OF LENDER UPON WHICH
BORROWERS MAY RELY.
THE ADMINISTRATIVE AGENT SHALL MAINTAIN, ACTING SOLELY FOR
THIS PURPOSE AS AN AGENT OF BORROWERS, A REGISTER FOR THE RECORDATION OF THE
NAMES AND ADDRESSES OF THE LENDERS AND PRINCIPAL PORTION OF THE LOAN OWING TO
EACH LENDER.
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, AND THE
ADMINISTRATIVE AGENT, BORROWERS AND ANY LENDER SHALL TREAT EACH PERSON WHOSE
NAME IS RECORDED IN THE REGISTER PURSUANT TO THE TERMS HEREOF AS A LENDER FOR
ALL PURPOSES OF THIS AGREEMENT.
ANY ASSIGNMENT OR TRANSFER OF ANY INTEREST IN
THE LOAN SHALL BE EFFECTIVE ONLY UPON PROPER ENTRIES WITH RESPECT THERETO BEING
MADE IN THE REGISTER.
3.19.3
NON-LIABILITY OF ADMINISTRATIVE AGENT AND LENDER.
EACH
BORROWER ACKNOWLEDGES AND AGREES THAT WITH RESPECT TO EACH OF LENDER AND THE
ADMINISTRATIVE AGENT CARRYING OUT ITS RESPONSIBILITIES HEREUNDER AND OTHERWISE
WITH RESPECT TO THE LOAN:
135
(A)
ANY INSPECTIONS OF THE CONSTRUCTION OF THE
PROJECT MADE BY OR THROUGH THE ADMINISTRATIVE AGENT OR LENDER ARE FOR PURPOSES
OF ADMINISTRATION OF THE LOAN ONLY AND BORROWERS ARE NOT ENTITLED TO RELY UPON
THE SAME WITH RESPECT TO THE QUALITY, ADEQUACY OR SUITABILITY OF MATERIALS OR
WORKMANSHIP, CONFORMITY TO THE PLANS AND SPECIFICATIONS, STATE OF COMPLETION OR
OTHERWISE; BORROWERS SHALL MAKE THEIR OWN INSPECTIONS OF SUCH CONSTRUCTION TO
DETERMINE THAT THE QUALITY OF THE PROJECT AND ALL OTHER REQUIREMENTS OF SUCH
CONSTRUCTION ARE BEING PERFORMED IN A MANNER SATISFACTORY TO BORROWERS AND IN
CONFORMITY WITH THE PLANS AND SPECIFICATIONS AND ALL OTHER REQUIREMENTS; AND
BORROWERS SHALL IMMEDIATELY NOTIFY LENDER, IN WRITING, SHOULD THE SAME NOT BE IN
CONFORMITY IN ALL MATERIAL RESPECTS WITH THE PLANS AND SPECIFICATIONS AND ALL
OTHER REQUIREMENTS HEREUNDER;
(B)
BY ACCEPTING OR APPROVING ANYTHING REQUIRED
TO BE OBSERVED, PERFORMED, FULFILLED OR GIVEN TO LENDER PURSUANT TO THE LOAN
DOCUMENTS, INCLUDING ANY CERTIFICATE, STATEMENT OF PROFIT AND LOSS OR OTHER
FINANCIAL STATEMENT, SURVEY, APPRAISAL, LEASE OR INSURANCE POLICY, NEITHER THE
ADMINISTRATIVE AGENT NOR LENDER SHALL BE DEEMED TO HAVE WARRANTED OR REPRESENTED
THE SUFFICIENCY, LEGALITY, EFFECTIVENESS OR LEGAL EFFECT OF THE SAME, OR OF ANY
TERM, PROVISION OR CONDITION THEREOF AND SUCH ACCEPTANCE OR APPROVAL THEREOF
SHALL NOT CONSTITUTE A WARRANTY OR REPRESENTATION TO ANYONE WITH RESPECT THERETO
BY THE ADMINISTRATIVE AGENT OR LENDER;
(C)
NEITHER THE ADMINISTRATIVE AGENT NOR LENDER
UNDERTAKE NOR ASSUME ANY RESPONSIBILITY OR DUTY TO BORROWERS TO SELECT, REVIEW,
INSPECT, SUPERVISE, PASS JUDGMENT UPON OR INFORM BORROWERS OF ANY MATTER IN
CONNECTION WITH ANY OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, MATTERS
RELATING TO THE QUALITY, ADEQUACY OR SUITABILITY OF:
(I) THE PLANS AND
SPECIFICATIONS, (II) ARCHITECTS, CONTRACTORS, SUBCONTRACTORS AND MATERIALMEN
EMPLOYED OR UTILIZED IN CONNECTION WITH THE CONSTRUCTION OF THE PROJECT, OR THE
WORKMANSHIP OF OR THE MATERIALS USED BY ANY OF THEM, OR (III) THE PROGRESS OR
COURSE OF CONSTRUCTION AND ITS CONFORMITY OR NONCONFORMITY WITH THE PLANS AND
SPECIFICATIONS; AND BORROWERS SHALL RELY ENTIRELY UPON THEIR OWN JUDGMENT WITH
RESPECT TO SUCH MATTERS, AND ANY REVIEW,