NO CO-LENDER SHALL HAVE
ANY RIGHT TO DEAL DIRECTLY WITH BORROWER WITH RESPECT TO THE RIGHTS, BENEFITS
AND OBLIGATIONS OF BORROWER UNDER THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY ONE
OR MORE DOCUMENTS OR INSTRUMENTS IN RESPECT THEREOF. BORROWER MAY RELY
CONCLUSIVELY ON THE ACTIONS OF LENDER AS AGENT TO BIND LENDER AND THE
CO-LENDERS, NOTWITHSTANDING THAT THE PARTICULAR ACTION IN QUESTION MAY, PURSUANT
TO THIS AGREEMENT OR THE CO-LENDING AGREEMENT BE SUBJECT TO THE CONSENT OR
DIRECTION OF SOME OR ALL OF THE CO-LENDERS. LENDER MAY RESIGN AS AGENT OF THE
CO-LENDERS, IN ITS SOLE DISCRETION OR IF REQUIRED TO BY THE CO-LENDERS IN
ACCORDANCE WITH THE TERM OF THE CO-LENDING AGREEMENT, IN EACH CASE WITHOUT THE
CONSENT OF BORROWER. UPON ANY SUCH RESIGNATION, A SUCCESSOR AGENT SHALL BE
DETERMINED PURSUANT TO THE TERMS OF THE CO-LENDING AGREEMENT. THE TERM AGENT
SHALL MEAN ANY SUCCESSOR AGENT.
(E)
NOTWITHSTANDING ANY PROVISION TO THE
CONTRARY IN THIS AGREEMENT, THE AGENT SHALL NOT HAVE ANY DUTIES OR
RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET FORTH HEREIN (AND IN THE CO-LENDING
AGREEMENT) AND NO COVENANTS, FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR
LIABILITIES OF AGENT SHALL BE IMPLIED BY OR INFERRED FROM THIS AGREEMENT, THE
CO-LENDING AGREEMENT, OR ANY OTHER LOAN DOCUMENT, OR OTHERWISE EXIST AGAINST
AGENT.
(F)
EXCEPT TO THE EXTENT ITS OBLIGATIONS
HEREUNDER AND ITS INTEREST IN THE LOAN HAVE BEEN ASSIGNED PURSUANT TO ONE OR
MORE ASSIGNMENTS AND ASSUMPTION, LENDER, AS AGENT, SHALL HAVE THE SAME RIGHTS
AND POWERS UNDER THIS AGREEMENT AS ANY OTHER CO-LENDER AND MAY EXERCISE THE SAME
AS THOUGH IT WERE NOT AGENT, RESPECTIVELY. THE TERM "CO-LENDER" OR "CO-LENDERS"
SHALL, UNLESS OTHERWISE EXPRESSLY INDICATED, INCLUDE LENDER IN ITS INDIVIDUAL
CAPACITY. LENDER AND THE OTHER CO-LENDERS AND THEIR RESPECTIVE AFFILIATES MAY
ACCEPT DEPOSITS FROM, LEND MONEY TO, ACT AS TRUSTEE UNDER INDENTURES OF, AND
GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH, BORROWER, OR ANY AFFILIATE OF
BORROWER AND ANY PERSON WHO MAY DO BUSINESS WITH OR OWN SECURITIES OF BORROWER
OR ANY AFFILIATE OF BORROWER, ALL AS IF THEY WERE NOT SERVING IN SUCH CAPACITIES
HEREUNDER AND WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO EACH OTHER.
(G)
IF REQUIRED BY ANY CO-LENDER, BORROWER
HEREBY AGREES TO EXECUTE SUPPLEMENTAL NOTES IN THE PRINCIPAL AMOUNT OF SUCH
CO-LENDER'S PRO RATA SHARE OF THE LOAN IN THE SAME FORM OF THE NOTE (PROVIDED
ANY SUCH SUPPLEMENTAL NOTE OR NOTES DO NOT REPRESENT ANY NEW OR ADDITIONAL
INDEBTEDNESS), AND SUCH SUPPLEMENTAL NOTE SHALL (I) BE PAYABLE TO ORDER OF SUCH
CO-LENDER, (II) BE DATED AS OF THE CLOSING DATE, AND (III) MATURE ON THE
MATURITY DATE. SUCH SUPPLEMENTAL NOTE SHALL PROVIDE THAT IT EVIDENCES A PORTION
OF THE EXISTING INDEBTEDNESS HEREUNDER AND UNDER THE NOTE AND NOT ANY NEW OR
ADDITIONAL
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INDEBTEDNESS OF BORROWER (IT BEING UNDERSTOOD THAT THE AGGREGATE FACE AMOUNT AND
AGGREGATE PRINCIPAL BALANCE OF SUCH SUPPLEMENTAL NOTES TOGETHER WITH ANY OTHER
NOTE EVIDENCING THE LOAN SHALL NOT EXCEED THE THEN-OUTSTANDING PRINCIPAL BALANCE
OF THE LOAN AT THE TIME OF