5.1.10 AND 5.1.13 HEREOF AND SUCH OTHER INFORMATION AS REASONABLY
REQUESTED BY ANY ADDITIONAL CO-LENDER OR PARTICIPANT IN PERFORMING ITS DUE
DILIGENCE IN CONNECTION WITH ITS PURCHASE OF AN INTEREST IN THE LOAN.
(D)
LENDER (OR AN AFFILIATE OF LENDER) SHALL ACT
AS ADMINISTRATIVE AGENT FOR ITSELF AND THE CO-LENDERS (TOGETHER WITH ANY
SUCCESSOR ADMINISTRATIVE AGENT, THE "AGENT") PURSUANT TO THIS SECTION 9.7.
BORROWER ACKNOWLEDGES THAT LENDER, AS AGENT, SHALL HAVE THE SOLE AND EXCLUSIVE
AUTHORITY TO EXECUTE AND PERFORM THIS AGREEMENT AND EACH LOAN DOCUMENT ON BEHALF
OF ITSELF, AS LENDER AND AS AGENT FOR ITSELF AND THE CO-LENDERS UNTIL REPLACED
AS AGENT PURSUANT TO THE TERMS OF THE CO-LENDING AGREEMENT; PROVIDED, HOWEVER,
(I) SO LONG AS NO EVENT OF DEFAULT SHALL THEN EXIST OR (II) AGENT SHALL NOT BE
IN DEFAULT UNDER THE CO-LENDING AGREEMENT (WHICH WOULD ENTITLE THE CO-LENDERS TO
REPLACE AGENT), BORROWER SHALL HAVE THE RIGHT TO APPROVE ANY REPLACEMENT OR
SUCCESSOR AGENT, WHICH SUCH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED. LENDER ACKNOWLEDGES THAT LENDER, AS AGENT, SHALL RETAIN THE EXCLUSIVE
RIGHT TO GRANT ALL APPROVALS AND GIVE CONSENTS WITH RESPECT TO THE OPERATING
BUDGETS REQUIRED TO BE DELIVERED HEREUNDER AND WITH RESPECT TO MATTERS
CONCERNING THE ESTABLISHMENT AND ADMINISTRATION OF THE ACCOUNTS. EXCEPT AS
OTHERWISE PROVIDED HEREIN, BORROWER SHALL HAVE NO OBLIGATION TO RECOGNIZE OR
DEAL DIRECTLY WITH ANY CO-LENDER, AND 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.
150
(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,