IN THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, EXPRESSED OR
IMPLIED, IS INTENDED TO OR SHALL BE SO CONSTRUED AS TO IMPOSE UPON ANY AGENT ANY
OBLIGATIONS IN RESPECT OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT EXCEPT AS
EXPRESSLY SET FORTH HEREIN OR THEREIN.
11.03
LACK OF RELIANCE ON THE AGENTS.
INDEPENDENTLY AND WITHOUT RELIANCE UPON
ANY AGENT, EACH LENDER AND THE HOLDER OF EACH NOTE, TO THE EXTENT IT DEEMS
APPROPRIATE, HAS MADE AND SHALL CONTINUE TO MAKE (I) ITS OWN INDEPENDENT
INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS OF HOLDINGS AND ITS
SUBSIDIARIES IN CONNECTION WITH THE MAKING AND THE CONTINUANCE OF THE LOANS AND
THE TAKING OR NOT TAKING OF ANY ACTION IN CONNECTION HEREWITH AND (II) ITS OWN
APPRAISAL OF THE CREDITWORTHINESS OF HOLDINGS AND ITS SUBSIDIARIES AND, EXCEPT
AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO AGENT SHALL HAVE ANY DUTY OR
RESPONSIBILITY, EITHER INITIALLY OR ON A CONTINUING BASIS, TO PROVIDE ANY LENDER
OR THE HOLDER OF ANY NOTE WITH ANY CREDIT OR OTHER INFORMATION WITH RESPECT
THERETO, WHETHER COMING INTO ITS POSSESSION BEFORE THE MAKING OF THE LOANS OR AT
ANY TIME OR TIMES THEREAFTER.
NO AGENT SHALL BE RESPONSIBLE TO ANY LENDER OR
THE HOLDER OF ANY NOTE FOR ANY RECITALS, STATEMENTS, INFORMATION,
REPRESENTATIONS OR WARRANTIES HEREIN OR IN ANY DOCUMENT, CERTIFICATE OR OTHER
WRITING DELIVERED IN CONNECTION HEREWITH OR FOR THE EXECUTION, EFFECTIVENESS,
GENUINENESS, VALIDITY, ENFORCEABILITY, PERFECTION, COLLECTIBILITY, PRIORITY OR
SUFFICIENCY OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE FINANCIAL
CONDITION OF HOLDINGS AND ITS SUBSIDIARIES OR BE REQUIRED TO MAKE ANY INQUIRY
CONCERNING EITHER THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS, PROVISIONS
OR CONDITIONS OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR THE FINANCIAL
CONDITION OF HOLDINGS AND ITS SUBSIDIARIES OR THE EXISTENCE OR POSSIBLE
EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT.
11.04
CERTAIN RIGHTS OF THE AGENTS.
IF ANY AGENT SHALL REQUEST INSTRUCTIONS
FROM THE REQUIRED LENDERS WITH RESPECT TO ANY ACT OR ACTION (INCLUDING FAILURE
TO ACT) IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, SUCH
AGENT SHALL BE ENTITLED TO REFRAIN FROM SUCH ACT OR TAKING SUCH ACTION UNLESS
AND UNTIL SUCH AGENT SHALL HAVE RECEIVED INSTRUCTIONS FROM THE REQUIRED LENDERS;
AND SUCH AGENT SHALL NOT INCUR LIABILITY TO ANY PERSON BY REASON OF SO
REFRAINING.
WITHOUT LIMITING THE FOREGOING, NO LENDER NOR ANY HOLDER OF ANY
NOTE SHALL HAVE ANY RIGHT OF ACTION WHATSOEVER AGAINST ANY AGENT AS A RESULT OF
SUCH AGENT ACTING OR REFRAINING FROM ACTING HEREUNDER OR UNDER ANY OTHER CREDIT
DOCUMENT IN ACCORDANCE WITH THE INSTRUCTIONS OF THE REQUIRED LENDERS.
113
11.05
RELIANCE.
EACH AGENT SHALL BE ENTITLED TO RELY, AND SHALL BE FULLY
PROTECTED IN RELYING, UPON ANY NOTE, WRITING, RESOLUTION, NOTICE, STATEMENT,
CERTIFICATE, TELEX, TELETYPE, FACSIMILE OR TELECOPIER MESSAGE, CABLEGRAM,
RADIOGRAM, ORDER OR OTHER DOCUMENT OR TELEPHONE MESSAGE SIGNED, SENT OR MADE BY
ANY PERSON THAT SUCH AGENT REASONABLY BELIEVED TO BE THE PROPER PERSON, AND,
WITH RESPECT TO ALL LEGAL