BENEFICIARY OR OTHERWISE, TOGETHER WITH SUCH OTHER
POWERS AS ARE REASONABLY INCIDENTAL THERETO.
NOTHING CONTAINED IN THIS LOAN
AGREEMENT, ANY ASSIGNMENT AND ACCEPTANCE OR IN ANY OTHER LOAN DOCUMENT IS
INTENDED TO CREATE OR SHALL BE CONSTRUED AS IMPOSING ON AGENT ANY OBLIGATIONS
EXCEPT AS EXPRESSLY SET FORTH IN THIS LOAN AGREEMENT OR IN ANY OTHER LOAN
DOCUMENT.
AGENT SHALL NOT HAVE ANY FIDUCIARY OR TRUSTEE RELATIONSHIP WITH
LENDERS.
(B)
DUTIES OF AGENT.
AGENT SHALL NOT HAVE ANY DUTIES OR
RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS LOAN AGREEMENT AND IN
THE OTHER LOAN DOCUMENTS; NO IMPLIED COVENANTS, FUNCTIONS, RESPONSIBILITIES,
DUTIES, OBLIGATIONS OR LIABILITIES OF AGENT SHALL BE CONSTRUED TO EXIST UNDER
THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT.
AGENT SHALL PERFORM ITS DUTIES
HEREUNDER IN ACCORDANCE WITH THE SAME STANDARD OF CARE AS THAT CUSTOMARILY
EXERCISED BY AGENT WITH RESPECT TO THE ADMINISTRATION OF A LOAN SIMILAR TO THE
LOAN HELD ENTIRELY FOR ITS OWN ACCOUNT.
AGENT SHALL NOT HAVE ANY DUTY TO
ASCERTAIN OR INQUIRE INTO OR VERIFY THE PERFORMANCE OR OBSERVANCE OF ANY
COVENANTS OR AGREEMENTS IN ANY LOAN DOCUMENTS BY BORROWER OR ANY OTHER PERSON OR
THE SATISFACTION OF ANY CONDITION OR TO INSPECT ANY PROPERTY.
AGENT SHALL NOT
BE LIABLE FOR ANY UNDERTAKING OF BORROWER OR ANY OTHER PERSON OR FOR ANY ERROR
OF JUDGMENT, OR FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY AGENT OTHER THAN
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AGENT.
(C)
RELIANCE BY AGENT.
AGENT IS ENTITLED TO RELY UPON (AND SHALL BE
PROTECTED IN RELYING UPON) ANY WRITTEN OR ORAL STATEMENT AND NOTICES OR ANY
OTHER CERTIFICATION OR DOCUMENTS BELIEVED BY AGENT TO BE GENUINE AND CORRECT AND
TO HAVE BEEN SIGNED OR MADE BY THE PROPER PERSON AND, WITH RESPECT TO ALL OF ITS
DUTIES UNDER THE LOAN DOCUMENTS, UPON ADVICE OF COUNSEL (INCLUDING COUNSEL FOR
BORROWER AND GUARANTOR), INDEPENDENT PUBLIC ACCOUNTANTS, ENGINEERS, ARCHITECTS
AND OTHER EXPERTS SELECTED BY AGENT AND SHALL NOT BE LIABLE FOR ANY ACTION TAKEN
OR
104
OMITTED TO BE TAKEN BY AGENT IN GOOD FAITH IN ACCORDANCE WITH THE ADVICE OF SUCH
COUNSEL, INDEPENDENT PUBLIC ACCOUNTANTS, ENGINEERS, ARCHITECTS AND OTHER
EXPERTS.
(D)
DELEGATION OF DUTIES.
AGENT MAY EXECUTE ANY OF ITS DUTIES UNDER
THIS LOAN AGREEMENT AND ANY DUTIES AS AGENT OR AS A PARTY, PAYEE, MORTGAGEE,
ASSIGNEE OR BENEFICIARY UNDER ANY LOAN DOCUMENT, BY OR THROUGH AGENTS,
AFFILIATES OR ATTORNEYS-IN-FACT.
AGENT SHALL NOT BE RESPONSIBLE FOR THE
NEGLIGENCE OR MISCONDUCT OF ANY AGENTS, AFFILIATES OR ATTORNEYS-IN-FACT SELECTED
BY AGENT WITH REASONABLE CARE AND PRUDENCE.
(E)
AGENT IN ITS CAPACITY AS A LENDER.
WITH RESPECT TO PB CAPITAL'S
OWNERSHIP INTEREST IN THE LOAN AS A LENDER, PB CAPITAL IN ITS CAPACITY AS LENDER
SHALL HAVE THE RIGHTS AND POWERS OF A LENDER UNDER THIS LOAN AGREEMENT AND THE
OTHER LOAN DOCUMENTS AS SET FORTH HEREIN AND THEREIN AND MAY EXERCISE OR REFRAIN
FROM EXERCISING THE SAME AS THOUGH IT WERE NOT AGENT, AND THE TERM "LENDER" AND
"LENDERS" SHALL