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
44
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 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 AGENT
SHALL GIVE PROMPT NOTICE THEREOF TO THE LENDERS.
THE AGENT SHALL (SUBJECT TO
SECTION 10.1) TAKE SUCH ACTION HEREUNDER WITH RESPECT TO SUCH