THE VALUE, VALIDITY, EFFECTIVENESS, GENUINENESS,
DUE EXECUTION, ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT, OR ANY OF THE
OTHER DOCUMENTS OR FOR ANY FAILURE OF ANY BORROWER TO PERFORM ITS OBLIGATIONS
HEREUNDER.
AGENT SHALL NOT BE UNDER ANY OBLIGATION TO ANY LENDER TO ASCERTAIN
OR TO INQUIRE AS TO THE OBSERVANCE OR PERFORMANCE OF ANY OF THE AGREEMENTS
CONTAINED IN, OR CONDITIONS OF, THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS, OR
TO INSPECT THE PROPERTIES, BOOKS OR RECORDS OF ANY BORROWER.
THE DUTIES OF
AGENT AS RESPECTS THE ADVANCES TO BORROWERS SHALL BE MECHANICAL AND
ADMINISTRATIVE IN NATURE; AGENT SHALL NOT HAVE BY REASON OF THIS AGREEMENT A
FIDUCIARY RELATIONSHIP IN RESPECT OF ANY LENDER; AND NOTHING IN THIS AGREEMENT,
EXPRESSED OR IMPLIED, IS INTENDED TO OR SHALL BE SO CONSTRUED AS TO IMPOSE UPON
AGENT ANY OBLIGATIONS IN RESPECT OF THIS AGREEMENT EXCEPT AS EXPRESSLY SET FORTH
HEREIN.
14.3.
LACK OF RELIANCE ON AGENT AND RESIGNATION.
INDEPENDENTLY AND
WITHOUT RELIANCE UPON AGENT OR ANY OTHER LENDER, EACH LENDER HAS MADE AND SHALL
CONTINUE TO MAKE (I) ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL
CONDITION AND AFFAIRS OF EACH BORROWER AND ANY GUARANTOR IN CONNECTION WITH THE
MAKING AND THE CONTINUANCE OF THE ADVANCES HEREUNDER AND THE TAKING OR NOT
TAKING OF ANY ACTION IN CONNECTION HEREWITH, AND (II) ITS OWN APPRAISAL OF THE
83
CREDITWORTHINESS OF EACH BORROWER AND ANY GUARANTOR.
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, WHETHER COMING
INTO ITS POSSESSION BEFORE MAKING OF THE ADVANCES OR AT ANY TIME OR TIMES
THEREAFTER EXCEPT AS SHALL BE PROVIDED BY ANY BORROWER PURSUANT TO THE TERMS
HEREOF.
AGENT SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR ANY RECITALS,
STATEMENTS, INFORMATION, REPRESENTATIONS OR WARRANTIES HEREIN OR IN ANY
AGREEMENT, DOCUMENT, CERTIFICATE OR A STATEMENT DELIVERED IN CONNECTION WITH OR
FOR THE EXECUTION, EFFECTIVENESS, GENUINENESS, VALIDITY, ENFORCEABILITY,
COLLECTIBILITY OR SUFFICIENCY OF THIS AGREEMENT OR ANY OTHER DOCUMENT, OR OF THE
FINANCIAL CONDITION OF ANY BORROWER OR ANY GUARANTOR, OR BE REQUIRED TO MAKE ANY
INQUIRY CONCERNING EITHER THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS,
PROVISIONS OR CONDITIONS OF THIS AGREEMENT, THE NOTE, THE OTHER DOCUMENTS OR THE
FINANCIAL CONDITION OF ANY BORROWER, OR THE EXISTENCE OF ANY EVENT OF DEFAULT OR
ANY DEFAULT.
Agent may resign on sixty (60) days' written notice to each of Lenders and
Borrowing Agent and upon such resignation, the Required Lenders will promptly
designate a successor Agent with the prior written consent of the Borrowing
Agent in accordance with Section 14.1.
Any such successor Agent shall succeed to the rights, powers and duties of
Agent, and the term "Agent" shall mean such successor agent effective upon its
appointment, and the former Agent's rights, powers and duties as Agent shall be
terminated, without any other or further act or deed on the part of such former
Agent.
After any Agent's resignation as Agent,