SUFFERING OR OMITTING OF ANY ACTION
HEREUNDER BY THE COLLATERAL AGENT, SUCH MATTER (UNLESS OTHER EVIDENCE IN RESPECT
THEREOF BE HEREIN SPECIFICALLY PRESCRIBED) MAY BE DEEMED TO BE CONCLUSIVELY
PROVIDED OR ESTABLISHED BY A CERTIFICATE OF A RESPONSIBLE OFFICER OF SUCH
ASSIGNOR.
(B)
THE COLLATERAL AGENT MAY RELY, AND SHALL BE FULLY PROTECTED IN
ACTING, UPON ANY RESOLUTION, STATEMENT, CERTIFICATE, INSTRUMENT, OPINION,
REPORT, NOTICE, REQUEST, CONSENT, ORDER, BOND OR OTHER PAPER OR DOCUMENT WHICH
IT BELIEVES IN GOOD FAITH TO BE GENUINE AND TO HAVE BEEN SIGNED OR PRESENTED BY
THE PROPER PARTY OR PARTIES OR, IN THE CASE OF TELECOPIES, TO HAVE BEEN SENT BY
THE PROPER PARTY OR PARTIES.
IN THE ABSENCE OF ITS GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, THE COLLATERAL AGENT MAY CONCLUSIVELY RELY, AS TO THE TRUTH OF THE
STATEMENTS AND THE CORRECTNESS OF THE OPINIONS EXPRESSED THEREIN, UPON ANY
CERTIFICATES OR OPINIONS FURNISHED TO THE COLLATERAL AGENT AND CONFORMING TO THE
REQUIREMENTS OF THIS AGREEMENT, ANY MORTGAGE OR ANY OTHER SECURITY DOCUMENT, OR
AS SET FORTH ON SUCH PERSON'S BOOKS AND RECORDS.
(C)
IF THE COLLATERAL AGENT HAS BEEN REQUESTED TO TAKE ANY ACTION
PURSUANT TO THIS AGREEMENT, ANY MORTGAGE OR ANY OTHER SECURITY DOCUMENT, THE
COLLATERAL AGENT SHALL NOT BE UNDER ANY OBLIGATION TO EXERCISE ANY OF THE RIGHTS
OR POWERS VESTED IN THE COLLATERAL AGENT BY THIS AGREEMENT OR ANY MORTGAGE
UNLESS THE COLLATERAL AGENT SHALL HAVE BEEN PROVIDED, BY THE PARTY MAKING SUCH
REQUEST, ADEQUATE SECURITY AGAINST THE COSTS, EXPENSES AND LIABILITIES WHICH MAY
BE INCURRED BY IT IN COMPLIANCE WITH SUCH REQUEST OR DIRECTION, INCLUDING SUCH
REASONABLE ADVANCES AS MAY BE REQUESTED BY THE COLLATERAL AGENT.
SECTION 11.4.
LIMITATIONS ON DUTIES OF THE COLLATERAL AGENT.
(A)
THE COLLATERAL AGENT SHALL BE OBLIGED TO PERFORM SUCH DUTIES AND
ONLY SUCH DUTIES AS ARE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IN ANY
MORTGAGE OR ANY OTHER SECURITY DOCUMENT.
THE COLLATERAL AGENT SHALL NOT BE
REQUIRED TO GIVE ANY CONSENT OR TAKE ANY DISCRETIONARY ACTION HEREUNDER OR UNDER
ANY MORTGAGE UNLESS THE COLLATERAL AGENT HAS RECEIVED WRITTEN INSTRUCTIONS FROM
THE INSTRUCTING GROUP, AND NO IMPLIED COVENANTS OR OBLIGATIONS SHALL BE READ
INTO THIS AGREEMENT OR ANY MORTGAGE AGAINST THE COLLATERAL AGENT.
(B)
THE COLLATERAL AGENT SHALL FURNISH TO THE SECURED PARTIES PROMPTLY
UPON RECEIPT THEREOF A COPY OF EACH MATERIAL CERTIFICATE OR OTHER PAPER
FURNISHED TO THE COLLATERAL AGENT BY ANY ASSIGNOR UNDER, IN RESPECT OF OR
PURSUANT TO THIS AGREEMENT, ANY MORTGAGE OR ANY OF THE COLLATERAL, UNLESS BY THE
TERMS HEREOF OR OF ANY MORTGAGE OR OTHER SECURITY DOCUMENT, A COPY OF THE SAME
IS REQUIRED TO BE FURNISHED BY SOME OTHER PERSON DIRECTLY TO THE SECURED PARTIES
OR THE COLLATERAL AGENT SHALL HAVE DETERMINED THAT THE SAME HAS ALREADY BEEN SO
FURNISHED.
THE COLLATERAL AGENT AGREES TO HOLD IN STRICT CONFIDENCE ALL
NON-PUBLIC INFORMATION OBTAINED FROM ANY ASSIGNOR, PURSUANT TO THIS SECTION
11.4, EXCEPT TO THE EXTENT THAT DISCLOSURE IS PERMITTED
29
HEREUNDER, MAY BE PERMITTED UNDER THE MORTGAGE, THE