THE
LENDERS UNDER THE MORTGAGES IN ACCORDANCE WITH THE PROVISIONS HEREOF.
(L)
AGENT REPORTS.
EACH LENDER MAY FROM TIME TO TIME RECEIVE ONE OR
MORE REPORTS OR OTHER INFORMATION (EACH, A "REPORT") PREPARED BY OR ON BEHALF OF
AGENT (OR ONE OR MORE OF AGENT'S AFFILIATES).
WITH RESPECT TO EACH REPORT, EACH
LENDER HEREBY AGREES THAT:
(I)
AGENT (AND AGENT'S AFFILIATES) SHALL HAVE NO DUTIES OR
OBLIGATIONS IN CONNECTION WITH OR AS A RESULT OF A LENDER RECEIVING A COPY OF A
REPORT, WHICH WILL BE PROVIDED SOLELY AS A COURTESY, WITHOUT CONSIDERATION.
EACH LENDER WILL PERFORM ITS OWN DILIGENCE AND WILL MAKE ITS OWN INDEPENDENT
INVESTIGATION OF THE OPERATIONS, FINANCIAL CONDITIONS AND AFFAIRS OF THE LOAN
PARTIES AND WILL NOT RELY ON ANY REPORT OR MAKE ANY CLAIM THAT IT HAS DONE SO.
IN ADDITION, EACH LENDER RELEASES, AND AGREES THAT IT WILL NOT ASSERT, ANY CLAIM
AGAINST AGENT (OR ONE OR MORE OF AGENT'S AFFILIATES) THAT IN ANY WAY RELATES TO
ANY REPORT OR ARISES OUT OF A LENDER HAVING ACCESS TO ANY REPORT OR ANY
DISCUSSION OF ITS
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contents, and each Lender agrees to indemnify and hold harmless Agent (and
Agent's Affiliates) and their respective officers, directors, employees, agents
and attorneys from all claims, liabilities and expenses relating to a breach by
a Lender or any of its personnel of this Section or otherwise arising out of a
Lender's access to any Report or any discussion of its contents;
(II)
EACH REPORT MAY NOT BE COMPLETE AND CERTAIN INFORMATION AND
FINDINGS OBTAINED BY AGENT (OR ONE OR MORE OF AGENT'S AFFILIATES) REGARDING THE
OPERATIONS AND CONDITION OF THE LOAN PARTIES MAY NOT BE REFLECTED IN EACH
REPORT.
AGENT (AND AGENT'S AFFILIATES) MAKES NO REPRESENTATIONS OR WARRANTIES
OF ANY KIND WITH RESPECT TO (I) ANY EXISTING OR PROPOSED FINANCING; (II) THE
ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY REPORT OR IN ANY
OTHER RELATED DOCUMENTATION; (III) THE SCOPE OR ADEQUACY OF AGENT'S (AND AGENT'S
AFFILIATES') DUE DILIGENCE, OR THE PRESENCE OR ABSENCE OF ANY ERRORS OR
OMISSIONS CONTAINED IN ANY REPORT OR IN ANY OTHER RELATED DOCUMENTATION; AND
(IV) ANY WORK PERFORMED BY AGENT (OR ONE OR MORE OF AGENT'S AFFILIATES) IN
CONNECTION WITH OR USING ANY REPORT OR ANY RELATED DOCUMENTATION; AND
(III)
EACH LENDER AGREES TO SAFEGUARD EACH REPORT AND ANY RELATED
DOCUMENTATION WITH THE SAME CARE WHICH IT USES WITH RESPECT TO INFORMATION OF
ITS OWN WHICH IT DOES NOT DESIRE TO DISSEMINATE OR PUBLISH, AND AGREES NOT TO
REPRODUCE OR DISTRIBUTE OR PROVIDE COPIES OF OR DISCLOSE ANY REPORT OR ANY OTHER
RELATED DOCUMENTATION OR ANY RELATED DISCUSSIONS TO ANYONE.
9.3
Set Off and Sharing of Payments.
Subject to Section 9.2(k), in
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, during the continuance of any Event of
Default, each Lender is hereby authorized by Borrower at any time or from time
to time, with reasonably prompt subsequent