FORTH IN THIS AGREEMENT AND THE OTHER DOCUMENTS.
NEITHER AGENT NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE
(I) LIABLE FOR ANY ACTION TAKEN OR OMITTED BY THEM AS SUCH HEREUNDER OR IN
CONNECTION HEREWITH, UNLESS CAUSED BY THEIR GROSS (NOT MERE) NEGLIGENCE OR
WILLFUL MISCONDUCT (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A
FINAL NON-APPEALABLE JUDGMENT), OR (II) RESPONSIBLE IN ANY MANNER FOR ANY
RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY ANY BORROWER OR ANY
OFFICER THEREOF CONTAINED IN THIS AGREEMENT, OR IN ANY OF THE OTHER DOCUMENTS OR
IN ANY CERTIFICATE, REPORT, STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED
FOR IN, OR RECEIVED BY AGENT UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY
OF THE OTHER DOCUMENTS OR FOR 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
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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 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, COLLECTABILITY 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