FULL HEREIN WITH RESPECT THERETO.
14.2
RIGHTS AS A LENDER.
THE PERSON SERVING AS AGENT HEREUNDER SHALL
HAVE THE SAME RIGHTS AND POWERS IN ITS CAPACITY AS A LENDER AS ANY OTHER LENDER
AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT AGENT AND THE TERM "LENDER" OR
"LENDERS" SHALL, UNLESS OTHERWISE EXPRESSLY INDICATED OR UNLESS THE CONTEXT
OTHERWISE REQUIRES, INCLUDE THE PERSON SERVING AS AGENT HEREUNDER IN ITS
INDIVIDUAL CAPACITY.
SUCH PERSON AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM,
LEND MONEY TO, ACT AS THE FINANCIAL ADVISOR OR IN ANY OTHER ADVISORY CAPACITY
FOR AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH THE COMPANY OR ANY
SUBSIDIARY OR OTHER AFFILIATE THEREOF AS IF SUCH PERSON WERE NOT AGENT HEREUNDER
AND WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO LENDERS.
14.3
EXCULPATORY PROVISIONS.
AGENT SHALL NOT HAVE ANY DUTIES OR
OBLIGATIONS EXCEPT THOSE EXPRESSLY SET FORTH HEREIN AND IN THE OTHER LOAN
DOCUMENTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AGENT:
(A)
SHALL NOT BE SUBJECT TO ANY FIDUCIARY OR OTHER IMPLIED DUTIES,
REGARDLESS OF WHETHER A DEFAULT HAS OCCURRED AND IS CONTINUING;
(B)
SHALL NOT HAVE ANY DUTY TO TAKE ANY DISCRETIONARY ACTION OR
EXERCISE ANY DISCRETIONARY POWERS, EXCEPT DISCRETIONARY RIGHTS AND POWERS
EXPRESSLY CONTEMPLATED HEREBY OR
54
BY THE OTHER LOAN DOCUMENTS THAT AGENT IS REQUIRED TO EXERCISE AS DIRECTED IN
WRITING BY THE REQUIRED LENDERS (OR SUCH OTHER NUMBER OR PERCENTAGE OF THE
LENDERS AS SHALL BE EXPRESSLY PROVIDED FOR HEREIN OR IN THE OTHER LOAN
DOCUMENTS), PROVIDED THAT AGENT SHALL NOT BE REQUIRED TO TAKE ANY ACTION THAT,
IN ITS OPINION OR THE OPINION OF ITS COUNSEL, MAY EXPOSE AGENT TO LIABILITY OR
THAT IS CONTRARY TO ANY LOAN DOCUMENT OR APPLICABLE LAW; AND
(C)
SHALL NOT, EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE OTHER
LOAN DOCUMENTS, HAVE ANY DUTY TO DISCLOSE, AND SHALL NOT BE LIABLE FOR THE
FAILURE TO DISCLOSE, ANY INFORMATION RELATING TO THE LOAN PARTIES ANY OF THEIR
AFFILIATES THAT IS COMMUNICATED TO OR OBTAINED BY THE PERSON SERVING AS AGENT OR
ANY OF ITS AFFILIATES IN ANY CAPACITY.
(D)
AGENT SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR NOT TAKEN BY IT
(I) WITH THE CONSENT OR AT THE REQUEST OF THE REQUIRED LENDERS (OR SUCH OTHER
NUMBER OR PERCENTAGE OF THE LENDERS AS SHALL BE NECESSARY, OR AS AGENT SHALL
BELIEVE IN GOOD FAITH SHALL BE NECESSARY, UNDER THE CIRCUMSTANCES AS PROVIDED IN
SECTIONS 12 AND 16.1) OR (II) IN THE ABSENCE OF ITS OWN GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
AGENT SHALL BE DEEMED NOT TO HAVE KNOWLEDGE OF ANY DEFAULT
UNLESS AND UNTIL WRITTEN NOTICE DESCRIBING SUCH DEFAULT IS GIVEN TO AGENT BY A
LOAN PARTY, A LENDER OR THE L/C ISSUER.
AGENT SHALL NOT BE RESPONSIBLE FOR OR
HAVE ANY DUTY TO ASCERTAIN OR INQUIRE INTO (I) ANY STATEMENT, WARRANTY OR
REPRESENTATION MADE IN OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, (II) THE CONTENTS OF ANY CERTIFICATE, REPORT OR