LENDER THAT HAS CONSENTED IN WRITING TO SUCH AMENDMENT, CONSENT OR
WAIVER.
(C) LIMITED DUTIES.
UNDER THE LOAN DOCUMENTS, AGENT (I) IS ACTING SOLELY ON
BEHALF OF THE LENDERS (EXCEPT TO THE LIMITED EXTENT PROVIDED IN SUBSECTION
9.8(C) WITH RESPECT TO THE REGISTER), WITH DUTIES THAT ARE ENTIRELY
ADMINISTRATIVE IN NATURE, NOTWITHSTANDING THE USE OF THE DEFINED TERM "AGENT",
THE TERMS "AGENT" AND "AGENT" AND SIMILAR TERMS IN ANY LOAN DOCUMENT TO REFER TO
AGENT, WHICH TERMS ARE USED FOR TITLE PURPOSES ONLY, (II) IS NOT ASSUMING ANY
OBLIGATION UNDER ANY LOAN DOCUMENT OTHER THAN AS EXPRESSLY SET FORTH THEREIN OR
ANY ROLE AS AGENT, FIDUCIARY OR TRUSTEE OF OR FOR ANY LENDER OR ANY OTHER PERSON
AND (III) SHALL HAVE NO IMPLIED FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS
OR OTHER LIABILITIES UNDER ANY LOAN DOCUMENT, AND EACH LENDER, BY ACCEPTING THE
BENEFITS OF THE LOAN DOCUMENTS, HEREBY WAIVES AND AGREES
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not to assert any claim against Agent based on the roles, duties and legal
relationships expressly disclaimed in clauses (i) through (iii) above.
SECTION 8.2 BINDING EFFECT.
Each Lender, by accepting the benefits of the Loan Documents, agrees that (i)
any action taken by Agent or the Required Lenders (or, if expressly required
hereby, a greater proportion of the Lenders) in accordance with the provisions
of the Loan Documents, (ii) any action taken by Agent in reliance upon the
instructions of Required Lenders (or, where so required, such greater
proportion) and (iii) the exercise by Agent or the Required Lenders (or, where
so required, such greater proportion) of the powers set forth herein or therein,
together with such other powers as are incidental thereto, shall be authorized
and binding upon all of the Lenders.
SECTION 8.3 USE OF DISCRETION.
(A) AGENT SHALL NOT HAVE ANY DUTY TO TAKE ANY DISCRETIONARY ACTION OR EXERCISE
ANY DISCRETIONARY POWERS, EXCEPT DISCRETIONARY RIGHTS AND POWERS EXPRESSLY
CONTEMPLATED HEREBY OR BY THE OTHER LOAN DOCUMENTS THAT AGENT IS REQUIRED TO
EXERCISE AS DIRECTED IN WRITING BY THE REQUIRED LENDERS (OR SUCH OTHER NUMBER OR
PERCENTAGE OF THE LENDERS AS SHALL BE EXPRESSLY PROVIDED FOR HEREIN OR IN THE
OTHER LOAN DOCUMENTS); PROVIDED, THAT AGENT SHALL NOT BE REQUIRED TO TAKE ANY
ACTION THAT, IN ITS OPINION OR THE OPINION OF ITS COUNSEL, MAY EXPOSE AGENT TO
LIABILITY OR THAT IS CONTRARY TO ANY LOAN DOCUMENT OR APPLICABLE REQUIREMENT OF
LAW; AND
(B) AGENT SHALL NOT, EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE OTHER LOAN
DOCUMENTS, HAVE ANY DUTY TO DISCLOSE, AND SHALL NOT BE LIABLE FOR THE FAILURE TO
DISCLOSE, ANY INFORMATION RELATING TO THE BORROWER OR ITS AFFILIATES THAT IS
COMMUNICATED TO OR OBTAINED BY AGENT OR ANY OF ITS AFFILIATES IN ANY CAPACITY.
SECTION 8.4 DELEGATION OF RIGHTS AND DUTIES.
Agent may, upon any term or condition it specifies, delegate or exercise any
of its rights, powers and remedies under, and delegate or perform any of its
duties or any other action with respect to, any Loan Document by or through