LIABLE FOR ANY ACTION LAWFULLY TAKEN OR OMITTED TO BE
TAKEN BY IT OR
84
SUCH PERSON UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT (EXCEPT FOR ITS OR SUCH PERSON'S OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT) OR (II) RESPONSIBLE IN ANY MANNER TO ANY OF THE LENDERS FOR ANY
RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY ANY BORROWER OR ANY
OFFICER THEREOF CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY
CERTIFICATE, REPORT, STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN,
OR RECEIVED BY ANY ADMINISTRATIVE AGENT UNDER OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR FOR THE VALUE, VALIDITY, EFFECTIVENESS,
GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR FOR ANY FAILURE OF A BORROWER TO PERFORM ITS OBLIGATIONS HEREUNDER
OR THEREUNDER.
NONE OF THE ADMINISTRATIVE AGENTS SHALL BE UNDER ANY OBLIGATION
TO ANY LENDER TO ASCERTAIN OR TO INQUIRE AS TO THE OBSERVANCE OR PERFORMANCE OF
ANY OF THE AGREEMENTS CONTAINED IN, OR CONDITIONS OF, THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR TO INSPECT THE PROPERTIES, BOOKS OR RECORDS OF ANY
BORROWER.
13.4.
RELIANCE BY ADMINISTRATIVE AGENTS.
EACH OF THE ADMINISTRATIVE AGENTS
SHALL BE ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED IN RELYING, UPON ANY
NOTE, WRITING, RESOLUTION, NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER,
TELECOPY, TELEX OR TELETYPE MESSAGE, STATEMENT, ORDER OR OTHER DOCUMENT OR
CONVERSATION 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, WITHOUT LIMITATION, COUNSEL TO ANY BORROWER),
INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY ANY ADMINISTRATIVE AGENT.
EACH 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 SUCH ADMINISTRATIVE AGENT.
EACH
ADMINISTRATIVE 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 AS IT DEEMS
APPROPRIATE OR IT SHALL FIRST BE INDEMNIFIED TO ITS SATISFACTION BY THE LENDERS
AGAINST ANY AND ALL LIABILITY AND EXPENSE WHICH MAY BE INCURRED BY IT BY REASON
OF TAKING OR CONTINUING TO TAKE ANY SUCH ACTION.
EACH ADMINISTRATIVE AGENT
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, 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.
13.5.
NOTICE OF DEFAULT.
NO ADMINISTRATIVE AGENT SHALL BE DEEMED TO HAVE
KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT
HEREUNDER UNLESS SUCH ADMINISTRATIVE AGENT HAS RECEIVED NOTICE FROM A LENDER OR
A BORROWER REFERRING TO