EACH OF THE LENDERS AND TO EXERCISE ALL SUCH POWERS AS ARE
HEREUNDER AND UNDER ANY OF THE OTHER LOAN DOCUMENTS AND ANY RELATED DOCUMENTS
DELEGATED TO THE AGENT, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENT
THERETO, PROVIDED THAT NO DUTIES OR RESPONSIBILITIES NOT EXPRESSLY ASSUMED
HEREIN OR THEREIN SHALL BE IMPLIED TO HAVE BEEN ASSUMED BY THE AGENT. THE
RELATIONSHIP BETWEEN THE AGENT AND THE LENDERS IS AND SHALL BE THAT OF AGENT AND
PRINCIPAL ONLY, AND NOTHING CONTAINED IN THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS SHALL BE CONSTRUED TO CONSTITUTE THE AGENT AS A TRUSTEE FOR ANY
LENDER.
§14.2.
EMPLOYEES AND AGENTS.
THE AGENT MAY EXERCISE ITS POWERS
AND EXECUTE ITS DUTIES BY OR THROUGH EMPLOYEES OR AGENTS AND SHALL BE ENTITLED
TO TAKE, AND TO RELY ON, ADVICE OF COUNSEL CONCERNING ALL MATTERS PERTAINING TO
ITS RIGHTS AND DUTIES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE
AGENT MAY UTILIZE THE SERVICES OF SUCH PERSONS AS THE AGENT IN ITS SOLE
DISCRETION MAY REASONABLY DETERMINE, AND ALL REASONABLE FEES AND EXPENSES OF
SUCH PERSONS SHALL BE PAID BY THE BORROWER.
§14.3.
NO LIABILITY TO LENDERS.
NEITHER THE AGENT NOR ANY OF
ITS SHAREHOLDERS, DIRECTORS, OFFICERS OR EMPLOYEES NOR ANY OTHER PERSON
ASSISTING THEM IN THEIR DUTIES NOR ANY AGENT OR EMPLOYEE THEREOF, SHALL BE
LIABLE TO ANY LENDER FOR ANY WAIVER, CONSENT OR APPROVAL GIVEN OR ANY ACTION
TAKEN, OR OMITTED TO BE TAKEN, IN GOOD FAITH BY IT OR THEM HEREUNDER OR UNDER
ANY OF THE OTHER LOAN DOCUMENTS, OR IN CONNECTION HEREWITH OR THEREWITH, OR BE
RESPONSIBLE FOR THE CONSEQUENCES OF ANY OVERSIGHT OR ERROR OF JUDGMENT
WHATSOEVER, EXCEPT THAT THE AGENT OR SUCH OTHER PERSON, AS THE CASE MAY BE,
SHALL BE LIABLE FOR LOSSES DUE TO ITS WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
§14.4.
NO REPRESENTATIONS.
THE AGENT SHALL NOT BE RESPONSIBLE
FOR THE EXECUTION OR VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, THE NOTES,
ANY OF THE OTHER LOAN DOCUMENTS OR ANY INSTRUMENT AT ANY TIME CONSTITUTING, OR
INTENDED TO CONSTITUTE, COLLATERAL SECURITY FOR THE NOTES, OR FOR THE VALUE OF
ANY SUCH COLLATERAL SECURITY OR FOR THE VALIDITY, ENFORCEABILITY OR
COLLECTIBILITY OF ANY SUCH AMOUNTS OWING WITH RESPECT TO THE NOTES, OR FOR ANY
RECITALS OR STATEMENTS, WARRANTIES OR REPRESENTATIONS MADE HEREIN OR IN ANY OF
THE OTHER LOAN DOCUMENTS OR IN ANY CERTIFICATE OR INSTRUMENT HEREAFTER FURNISHED
TO IT BY OR ON BEHALF OF THE BORROWER, OR BE BOUND TO ASCERTAIN OR INQUIRE AS TO
THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS, CONDITIONS, COVENANTS OR
AGREEMENTS HEREIN OR IN ANY INSTRUMENT AT ANY TIME CONSTITUTING, OR INTENDED TO
CONSTITUTE, COLLATERAL SECURITY FOR THE NOTES. THE AGENT SHALL NOT BE BOUND TO
ASCERTAIN WHETHER ANY NOTICE,
58
CONSENT, WAIVER OR REQUEST DELIVERED TO IT BY THE BORROWER OR ANY GUARANTOR OR
ANY HOLDER OF ANY OF THE NOTES SHALL HAVE BEEN DULY AUTHORIZED OR IS TRUE,
ACCURATE AND COMPLETE. THE AGENT HAS NOT MADE NOR