LENDERS FOR ANY RECITALS, STATEMENTS, REPRESENTATIONS OR
WARRANTIES CONTAINED IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, OR IN ANY
CERTIFICATE OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY ANY
OF THEM UNDER, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR THE VALUE,
VALIDITY, EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OTHER DOCUMENT REFERRED TO OR
PROVIDED FOR HEREIN OR THEREIN OR FOR ANY FAILURE BY BORROWER, OR ANY OTHER
PERSON TO PERFORM ANY OF THEIR OBLIGATIONS HEREUNDER OR THEREUNDER; (C) SHALL
NOT BE REQUIRED TO INITIATE OR CONDUCT ANY LITIGATION OR COLLECTION PROCEEDINGS
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; AND (D) SHALL NOT BE RESPONSIBLE TO
THE LENDERS FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT HEREUNDER OR UNDER
ANY OTHER LOAN DOCUMENT OR UNDER ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO OR
PROVIDED FOR HEREIN OR THEREIN OR IN CONNECTION HEREWITH OR THEREWITH, EXCEPT
FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. AGENT MAY EMPLOY AGENTS AND
ATTORNEYS-IN-FACT AND SHALL NOT BE RESPONSIBLE TO THE LENDERS FOR THE NEGLIGENCE
OR MISCONDUCT OF ANY SUCH AGENTS OR ATTORNEYS-IN-FACT SELECTED BY IT IN GOOD
FAITH.
SECTION 9.2.
RELIANCE BY AGENT.
AGENT SHALL BE ENTITLED TO RELY UPON
ANY CERTIFICATION, NOTICE OR OTHER COMMUNICATION (INCLUDING, WITHOUT LIMITATION,
ANY THEREOF BY TELEPHONE, FACSIMILE TRANSMISSION, TELEX, ELECTRONIC MAIL, OR
CABLE) BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED OR SENT
BY OR ON BEHALF OF THE PROPER PERSON OR PERSONS, AND UPON ADVICE AND STATEMENTS
OF LEGAL COUNSEL, INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY AGENT IN
GOOD FAITH. AS TO ANY MATTERS NOT EXPRESSLY PROVIDED FOR BY THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, AGENT SHALL IN ALL CASES BE FULLY PROTECTED IN ACTING,
OR IN REFRAINING FROM ACTING, HEREUNDER OR THEREUNDER IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN BY ALL OF THE LENDERS,
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AND SUCH INSTRUCTIONS OF SUCH LENDERS AND ANY ACTION TAKEN OR FAILURE TO ACT
PURSUANT THERETO SHALL BE BINDING ON ALL OF THE LENDERS.
SECTION 9.3.
DEFAULTS.
AGENT SHALL NOT BE DEEMED TO HAVE KNOWLEDGE
OR NOTICE OF THE OCCURRENCE OF A DEFAULT OR EVENT OF DEFAULT UNLESS AGENT HAS
RECEIVED WRITTEN NOTICE FROM A LENDER OR BORROWER SPECIFYING SUCH DEFAULT AND
STATING THAT SUCH NOTICE IS A "NOTICE OF DEFAULT". IN THE EVENT THAT AGENT
RECEIVES SUCH A NOTICE OF THE OCCURRENCE OF A DEFAULT OR EVENT OF DEFAULT, AGENT
SHALL GIVE PROMPT NOTICE THEREOF TO THE LENDERS. AGENT SHALL (SUBJECT TO
SECTION 9.7 HEREOF) TAKE SUCH ACTION WITH RESPECT TO SUCH DEFAULT OR EVENT OF
DEFAULT AS SHALL BE DIRECTED BY ALL LENDERS, PROVIDED THAT, UNLESS AND UNTIL
AGENT SHALL HAVE RECEIVED SUCH DIRECTIONS, AGENT MAY (BUT SHALL NOT BE OBLIGATED
TO) TAKE SUCH ACTION, OR REFRAIN FROM TAKING SUCH ACTION, WITH RESPECT TO SUCH
DEFAULT OR EVENT OF DEFAULT AS IT SHALL DEEM ADVISABLE IN THE BEST INTEREST OF
THE LENDERS