ANY OTHER
DOCUMENT REFERRED TO OR PROVIDED FOR HEREIN OR THEREIN OR FOR ANY FAILURE BY THE
BORROWER TO PERFORM ANY OF ITS 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 EXCEPT TO THE EXTENT REQUESTED BY THE
REQUIRED LENDERS, AND THEN ONLY ON TERMS AND CONDITIONS SATISFACTORY TO THE
AGENT, AND (D) SHALL NOT BE RESPONSIBLE FOR ANY ACTION TAKEN OR OMITTED TO BE
TAKEN BY IT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR 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.
THE AGENT MAY EMPLOY AGENTS AND ATTORNEYS-IN-FACT AND SHALL NOT BE
RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY SUCH AGENTS OR
ATTORNEYS-IN-FACT SELECTED BY IT WITH REASONABLE CARE.
THE PROVISIONS OF THIS
ARTICLE IX ARE SOLELY FOR THE BENEFIT OF THE AGENT AND THE LENDERS, AND THE
BORROWER SHALL NOT HAVE ANY RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY OF THE
PROVISIONS HEREOF.
IN PERFORMING ITS FUNCTIONS AND DUTIES UNDER THIS AGREEMENT
AND UNDER THE OTHER LOAN DOCUMENTS, THE AGENT SHALL ACT SOLELY AS AGENT OF THE
LENDERS AND DOES NOT ASSUME AND SHALL NOT BE DEEMED TO HAVE ASSUMED ANY
OBLIGATION TOWARDS OR RELATIONSHIP OF AGENCY OR TRUST WITH OR FOR THE BORROWER.
THE DUTIES OF THE AGENT SHALL BE MINISTERIAL AND ADMINISTRATIVE IN NATURE, AND
THE AGENT SHALL NOT HAVE BY REASON OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
A FIDUCIARY RELATIONSHIP IN RESPECT OF ANY LENDER.
SECTION 9.2.
RELIANCE BY AGENT.
THE AGENT SHALL BE ENTITLED TO RELY UPON ANY
CERTIFICATION, NOTICE OR OTHER COMMUNICATION (INCLUDING ANY THEREOF BY
TELEPHONE, TELECOPIER, TELEGRAM OR CABLE) BELIEVED BY IT TO BE GENUINE AND
CORRECT AND TO HAVE BEEN SIGNED OR SENT BY OR
57
ON BEHALF OF THE PROPER PERSON OR PERSONS, AND UPON ADVICE AND STATEMENTS OF
LEGAL COUNSEL, INDEPENDENT ACCOUNTANTS OR OTHER EXPERTS SELECTED BY THE AGENT.
AS TO ANY MATTERS NOT EXPRESSLY PROVIDED FOR BY THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, THE AGENT SHALL IN ALL CASES BE FULLY PROTECTED IN ACTING, OR IN
REFRAINING FROM ACTING, HEREUNDER AND THEREUNDER IN ACCORDANCE WITH INSTRUCTIONS
SIGNED BY THE REQUIRED LENDERS, AND SUCH INSTRUCTIONS OF THE REQUIRED LENDERS IN
ANY ACTION TAKEN OR FAILURE TO ACT PURSUANT THERETO SHALL BE BINDING ON ALL OF
THE LENDERS.
SECTION 9.3.
DEFAULTS.
THE AGENT SHALL NOT BE DEEMED TO HAVE KNOWLEDGE OF THE
OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT (OTHER THAN THE NONPAYMENT OF
PRINCIPAL OF OR INTEREST ON THE LOANS) UNLESS THE AGENT HAS RECEIVED NOTICE FROM
A LENDER OR THE BORROWER SPECIFYING SUCH DEFAULT OR EVENT OF DEFAULT AND STATING
THAT SUCH NOTICE IS A "NOTICE OF DEFAULT".
IN THE EVENT THAT THE AGENT RECEIVES
SUCH A NOTICE OF THE OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT, THE