UNDER ANY
OBLIGATION TO ANY LENDER TO ASCERTAIN OR TO INQUIRE AS TO THE OBSERVANCE OR
PERFORMANCE OF ANY OF THE AGREEMENTS CONTAINED
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IN, OR CONDITIONS OF, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR TO INSPECT
THE PROPERTIES, BOOKS OR RECORDS OF ANY LOAN PARTY.
10.4.
RELIANCE BY AGENT.
EACH AGENT SHALL BE ENTITLED TO
RELY, AND SHALL BE FULLY PROTECTED IN RELYING, UPON ANY INSTRUMENT, WRITING
(INCLUDING ANY ELECTRONIC MESSAGE, INTERNET OR INTRANET WEBSITE POSTING OR OTHER
DISTRIBUTION), RESOLUTION, NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER,
TELECOPY, TELEX OR TELETYPE MESSAGE, STATEMENT, ORDER OR OTHER DOCUMENT OR
CONVERSATION (WHETHER ORAL OR BY TELEPHONE) REASONABLY BELIEVED BY IT TO BE
GENUINE AND CORRECT AND TO HAVE BEEN SIGNED, SENT OR MADE BY THE PROPER PERSON
OR PERSONS AND UPON ADVICE AND STATEMENTS OF LEGAL COUNSEL (INCLUDING COUNSEL TO
THE BORROWERS), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY SUCH
AGENT.
THE ADMINISTRATIVE AGENT MAY DEEM AND TREAT THE PAYEE OF ANY NOTE AS THE
OWNER THEREOF FOR ALL PURPOSES UNLESS A WRITTEN NOTICE OF ASSIGNMENT,
NEGOTIATION OR TRANSFER THEREOF SHALL HAVE BEEN FILED WITH THE ADMINISTRATIVE
AGENT.
EACH AGENT SHALL BE FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE ANY
ACTION UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT UNLESS IT SHALL FIRST
RECEIVE SUCH ADVICE OR CONCURRENCE OF THE REQUIRED LENDERS (OR, IF SO SPECIFIED
BY THIS AGREEMENT, ALL LENDERS) AS IT DEEMS APPROPRIATE OR IT SHALL FIRST BE
INDEMNIFIED TO ITS SATISFACTION BY THE LENDERS AGAINST ANY AND ALL LIABILITY AND
EXPENSE THAT MAY BE INCURRED BY IT BY REASON OF TAKING OR CONTINUING TO TAKE ANY
SUCH ACTION.
THE AGENTS SHALL IN ALL CASES BE FULLY PROTECTED IN ACTING, OR IN
REFRAINING FROM ACTING, UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS IN
ACCORDANCE WITH A REQUEST OF THE REQUIRED LENDERS (OR, IF SO SPECIFIED BY THIS
AGREEMENT, ALL LENDERS), AND SUCH REQUEST AND ANY ACTION TAKEN OR FAILURE TO ACT
PURSUANT THERETO SHALL BE BINDING UPON ALL THE LENDERS AND ALL FUTURE HOLDERS OF
THE LOANS.
10.5.
NOTICE OF DEFAULT.
NO AGENT SHALL BE DEEMED TO
HAVE KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT
HEREUNDER (EXCEPT A PAYMENT DEFAULT) UNLESS SUCH AGENT HAS RECEIVED NOTICE FROM
A LENDER OR THE BORROWERS REFERRING TO THIS AGREEMENT, DESCRIBING SUCH DEFAULT
OR EVENT OF DEFAULT AND STATING THAT SUCH NOTICE IS A "NOTICE OF DEFAULT."
IN
THE EVENT THAT THE ADMINISTRATIVE AGENT RECEIVES SUCH A NOTICE, THE
ADMINISTRATIVE AGENT SHALL GIVE NOTICE THEREOF TO THE LENDERS.
THE
ADMINISTRATIVE AGENT SHALL TAKE SUCH ACTION WITH RESPECT TO SUCH DEFAULT OR
EVENT OF DEFAULT AS SHALL BE REASONABLY DIRECTED BY THE REQUIRED LENDERS (OR, IF
SO SPECIFIED BY THIS AGREEMENT, ALL LENDERS OR ANY OTHER INSTRUCTING GROUP OF
LENDERS SPECIFIED BY THIS AGREEMENT); PROVIDED THAT UNLESS AND UNTIL THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DIRECTIONS, THE ADMINISTRATIVE
AGENT MAY (BUT SHALL NOT BE OBLIGATED TO) TAKE SUCH ACTION, OR REFRAIN FROM
TAKING SUCH ACTION,