FULLY PROTECTED (AND SHALL HAVE NO
LIABILITY TO ANY PERSON) IN RELYING, UPON ANY 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
96
UPON ADVICE AND STATEMENTS OF LEGAL COUNSEL (INCLUDING COUNSEL TO THE BORROWER),
INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY DEEM AND TREAT THE PAYEE OF ANY SENIOR INTERIM LOAN
NOTE AS THE OWNER THEREOF FOR ALL PURPOSES UNLESS SUCH SENIOR INTERIM LOAN NOTE
SHALL HAVE BEEN TRANSFERRED IN ACCORDANCE WITH SUBSECTION 10.6 AND ALL ACTIONS
REQUIRED BY SUCH SUBSECTION IN CONNECTION WITH SUCH TRANSFER SHALL HAVE BEEN
TAKEN.
ANY REQUEST, AUTHORITY OR CONSENT OF ANY PERSON OR ENTITY WHO, AT THE
TIME OF MAKING SUCH REQUEST OR GIVING SUCH AUTHORITY OR CONSENT, IS THE HOLDER
OF ANY SENIOR INTERIM LOAN NOTE SHALL BE CONCLUSIVE AND BINDING ON ANY
SUBSEQUENT HOLDER, TRANSFEREE, ASSIGNEE OR ENDORSEE, AS THE CASE MAY BE, OF SUCH
SENIOR INTERIM LOAN NOTE OR OF ANY SENIOR INTERIM LOAN NOTE OR SENIOR INTERIM
LOAN NOTES ISSUED IN EXCHANGE THEREFOR.
THE ADMINISTRATIVE AGENT SHALL BE FULLY
JUSTIFIED AS BETWEEN ITSELF AND THE LENDERS 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 AND/OR SUCH OTHER
REQUISITE PERCENTAGE OF THE LENDERS AS IS REQUIRED PURSUANT TO
SUBSECTION 10.1(A) 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.
THE ADMINISTRATIVE AGENT SHALL IN ALL CASES BE FULLY PROTECTED IN
ACTING, OR IN REFRAINING FROM ACTING, UNDER THIS AGREEMENT AND ANY SENIOR
INTERIM LOAN NOTES AND THE OTHER LOAN DOCUMENTS IN ACCORDANCE WITH A REQUEST OF
THE REQUIRED LENDERS AND/OR SUCH OTHER REQUISITE PERCENTAGE OF THE LENDERS AS IS
REQUIRED PURSUANT TO SUBSECTION 10.1(A), 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.
9.5
NOTICE OF DEFAULT.
THE ADMINISTRATIVE AGENT SHALL NOT BE DEEMED
TO HAVE KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT
HEREUNDER UNLESS THE ADMINISTRATIVE AGENT HAS RECEIVED NOTICE FROM A LENDER OR
THE BORROWER 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 PROMPT NOTICE THEREOF TO THE LENDERS.
THE ADMINISTRATIVE AGENT SHALL
TAKE SUCH ACTION REASONABLY PROMPTLY WITH RESPECT TO SUCH DEFAULT OR EVENT OF
DEFAULT AS SHALL BE DIRECTED BY THE REQUIRED LENDERS AND/OR SUCH OTHER REQUISITE
PERCENTAGE OF