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
144
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 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