THE ADMINISTRATIVE AGENT SHALL NOT BE
RESPONSIBLE TO ANY LENDER FOR THE EFFECTIVENESS, GENUINENESS, VALIDITY,
ENFORCEABILITY, COLLECTABILITY OR SUFFICIENCY OF THIS AGREEMENT OR ANY CREDIT
DOCUMENT OR FOR ANY REPRESENTATIONS, WARRANTIES, RECITALS OR STATEMENTS MADE
HEREIN OR THEREIN OR MADE IN ANY WRITTEN OR ORAL STATEMENT OR IN ANY FINANCIAL
OR OTHER STATEMENTS, INSTRUMENTS, REPORTS, CERTIFICATES OR ANY OTHER DOCUMENTS
IN CONNECTION HEREWITH OR THEREWITH FURNISHED OR MADE BY THE ADMINISTRATIVE
AGENT TO THE LENDERS OR BY OR ON BEHALF OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES TO THE ADMINISTRATIVE AGENT OR ANY LENDER OR BE REQUIRED TO
ASCERTAIN OR INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS,
CONDITIONS, PROVISIONS, COVENANTS OR AGREEMENTS CONTAINED HEREIN OR THEREIN OR
AS TO THE USE OF THE PROCEEDS OF THE LOANS OR OF THE EXISTENCE OR POSSIBLE
EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT.
SECTION 10.4
RELIANCE BY ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED
IN RELYING, UPON ANY NOTE, WRITING, RESOLUTION, NOTICE, CONSENT, CERTIFICATE,
AFFIDAVIT, LETTER, CABLEGRAM, TELEGRAM, E-MAIL OR OTHER ELECTRONIC TRANSMISSION,
FACSIMILE TRANSMISSION, TELEX OR TELETYPE MESSAGE, STATEMENT, ORDER OR OTHER
DOCUMENT OR CONVERSATION BELIEVED BY IT, IN GOOD FAITH, 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 THE BORROWER OR ANY OF ITS SUBSIDIARIES), INDEPENDENT ACCOUNTANTS AND
OTHER EXPERTS SELECTED BY THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT
SHALL BE FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE ANY ACTION UNDER THIS
AGREEMENT OR ANY OTHER CREDIT 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 THAT 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 THE OTHER
CREDIT DOCUMENTS IN ACCORDANCE WITH A REQUEST OF THE REQUIRED LENDERS (OR ALL OF
THE LENDERS, OR ALL OF THE LENDERS (OTHER THAN ANY DEFAULTING LENDER), AS
APPLICABLE, AS TO ANY MATTER THAT, PURSUANT TO SECTION 11.11, CAN ONLY BE
EFFECTUATED WITH THE CONSENT OF ALL LENDERS, OR ALL LENDERS (OTHER THAN ANY
DEFAULTING LENDER), AS THE CASE MAY BE), AND SUCH REQUEST AND ANY ACTION TAKEN
OR FAILURE TO ACT PURSUANT THERETO SHALL BE BINDING UPON ALL THE LENDERS.
SECTION 10.5
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." IF THE ADMINISTRATIVE AGENT RECEIVES SUCH