THIS AGREEMENT (INCLUDING COLLECTION OF THE NOTE) AGENT SHALL NOT BE REQUIRED
TO EXERCISE ANY DISCRETION OR TAKE ANY ACTION, BUT SHALL BE REQUIRED TO ACT OR
TO REFRAIN FROM ACTING (AND SHALL BE FULLY PROTECTED IN SO ACTING OR REFRAINING
FROM ACTING) UPON THE INSTRUCTIONS OF THE REQUIRED LENDERS, AND SUCH
INSTRUCTIONS SHALL BE BINDING; PROVIDED, HOWEVER, THAT AGENT SHALL NOT BE
REQUIRED TO TAKE ANY ACTION WHICH EXPOSES AGENT TO LIABILITY OR WHICH IS
CONTRARY TO THIS AGREEMENT OR THE OTHER DOCUMENTS OR APPLICABLE LAW UNLESS AGENT
IS FURNISHED WITH AN INDEMNIFICATION REASONABLY SATISFACTORY TO AGENT WITH
RESPECT THERETO.
14.2.
NATURE OF DUTIES.
AGENT SHALL HAVE NO DUTIES OR
RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET 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 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 EACH
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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 EACH
GUARANTOR.
AGENT SHALL HAVE NO DUTY OR RESPONSIBILITY, EITHER INITIALLY OR ON A
CONTINUING BASIS, TO PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER