OR RESPONSIBILITIES OTHER THAN THOSE FOR WHICH EXPRESS
PROVISION IS MADE HEREIN.
(B)
EXCEPT FOR NOTICES, FINANCIAL STATEMENTS AND OTHER DOCUMENTS, IF
ANY, EXPRESSLY REQUIRED TO BE FURNISHED TO THE BANKS BY ANY AGENT PURSUANT TO
THE PROVISIONS OF THE LOAN DOCUMENTS, NO AGENT SHALL HAVE ANY DUTY OR
RESPONSIBILITY, EITHER INITIALLY OR ON A CONTINUING BASIS, TO PROVIDE ANY BANK
WITH ANY CREDIT OR OTHER INFORMATION CONCERNING THE BUSINESS OR FINANCIAL
CONDITION OF THE BORROWER WHICH MAY COME INTO THE POSSESSION OF SUCH AGENT OR
ANY OF ITS AFFILIATES, WHETHER BEFORE OR AFTER THE MAKING OF ANY LOAN HEREUNDER,
NOR SHALL ANY AGENT HAVE ANY DUTY TO INSPECT THE PROPERTIES OR BOOKS OF THE
BORROWER.
(C)
EACH AGENT SHALL BE ENTITLED TO ASSUME THAT NO EVENT OF DEFAULT OR
DEFAULT HAS OCCURRED AND IS CONTINUING UNLESS SUCH AGENT HAS RECEIVED WRITTEN
NOTICE FROM ANOTHER AGENT, A BANK OR THE BORROWER, AS THE CASE MAY BE, STATING
THAT SUCH AGENT, BANK OR BORROWER, AS THE CASE MAY BE, CONSIDERS THAT AN EVENT
OF DEFAULT OR DEFAULT HAS OCCURRED AND IS CONTINUING AND SPECIFYING THE NATURE
THEREOF.
(D)
SO LONG AS ANY AGENT SHALL BE ENTITLED, PURSUANT TO
SECTION 9.04(C), TO ASSUME THAT NO EVENT OF DEFAULT OR DEFAULT HAS OCCURRED AND
IS CONTINUING, SUCH AGENT SHALL BE ENTITLED TO USE ITS DISCRETION WITH RESPECT
TO EXERCISING OR REFRAINING FROM EXERCISING ANY RIGHTS WHICH MAY BE VESTED IN IT
BY, OR WITH RESPECT TO TAKING OR REFRAINING FROM TAKING ANY ACTION OR ACTIONS
WHICH IT MAY BE ABLE TO TAKE UNDER OR IN RESPECT OF, THE LOAN DOCUMENTS, EXCEPT
THAT (I) SUCH AGENT SHALL BE PERMITTED TO CONDITION THE EXERCISE OF ANY RIGHTS
WHICH ARE WITHIN ITS DISCRETION TO EXERCISE UNDER ARTICLE VIII HEREOF UPON
RECEIPT OF THE WRITTEN CONSENT OR WRITTEN INSTRUCTIONS OF THE MAJORITY BANKS AND
(II) ANY ACTS OR OMISSIONS TO ACT BY SUCH AGENT PERMITTED UNDER THIS AGREEMENT
IN THE ABSENCE OF SUCH INSTRUCTIONS AND IN THE EXERCISE OF DISCRETION SHALL BE
BINDING ON ALL THE BANKS.
ANY SUCH INSTRUCTIONS SHALL BE BINDING UPON EACH
AGENT AND THE BANKS (INCLUDING, BUT NOT LIMITED TO, ANY BANK WHICH HAS NOT
SIGNED SUCH INSTRUCTIONS OR WHICH HAS DISSENTED FROM THE ACTIONS OR INACTIONS
SPECIFIED IN SUCH INSTRUCTIONS); PROVIDED, HOWEVER, THAT NO AGENT SHALL BE
REQUIRED TO ACT OR NOT TO ACT IF TO DO SO, IN ITS SOLE JUDGMENT, WOULD EXPOSE
SUCH AGENT TO LIABILITY (WHICH LIABILITY WOULD NOT BE COVERED BY THE PROVISIONS
OF SECTION 9.07 OR WOULD BE CONTRARY TO ANY LOAN DOCUMENT OR TO APPLICABLE LAW).
SECTION 9.05.
RELIANCE BY THE AGENTS.
(A)
EACH AGENT SHALL BE
ENTITLED TO RELY ON ANY NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER,
TELEGRAM, TELETYPE MESSAGE, STATEMENT, ORDER OR OTHER DOCUMENT RECEIVED BY IT
AND BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED AND SENT OR
DELIVERED BY A PROPER PERSON OR PERSONS AND, IN RESPECT OF LEGAL MATTERS, UPON
THE ADVICE AND STATEMENTS OF LAWYERS, INDEPENDENT