UNDER ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO OR PROVIDED FOR
HEREIN OR THEREIN OR IN CONNECTION HEREWITH OR THEREWITH, EXCEPT FOR ITS OWN
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL NON-APPEALABLE
JUDGMENT OF A COURT OF COMPETENT JURISDICTION.
AGENT MAY EMPLOY AGENTS AND
ATTORNEYS IN FACT AND SHALL NOT BE RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT
OF ANY SUCH AGENTS OR ATTORNEYS IN FACT SELECTED BY IT IN GOOD FAITH.
AGENT MAY
DEEM AND TREAT THE PAYEE OF ANY NOTE AS THE HOLDER THEREOF FOR ALL PURPOSES
HEREOF UNLESS AND UNTIL THE ASSIGNMENT THEREOF PURSUANT TO AN AGREEMENT (IF AND
TO THE EXTENT PERMITTED HEREIN) IN FORM AND SUBSTANCE SATISFACTORY TO AGENT
SHALL HAVE BEEN DELIVERED TO AND ACKNOWLEDGED BY AGENT.
12.2
RELIANCE BY AGENT.
AGENT SHALL BE ENTITLED TO RELY UPON ANY
CERTIFICATION, NOTICE OR OTHER COMMUNICATION (INCLUDING ANY THEREOF BY
TELEPHONE, TELECOPY, TELEX, TELEGRAM OR CABLE) BELIEVED BY IT TO BE GENUINE AND
CORRECT AND TO HAVE BEEN SIGNED OR SENT BY OR ON BEHALF OF THE PROPER PERSON OR
PERSONS, AND UPON ADVICE AND STATEMENTS OF LEGAL COUNSEL, INDEPENDENT
ACCOUNTANTS AND OTHER EXPERTS SELECTED BY AGENT.
AS TO ANY MATTERS NOT
EXPRESSLY PROVIDED FOR BY THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT, AGENT
SHALL IN ALL CASES BE FULLY PROTECTED IN ACTING, OR IN REFRAINING FROM ACTING,
HEREUNDER OR THEREUNDER IN ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE REQUIRED
LENDERS OR ALL OF LENDERS AS IS REQUIRED IN SUCH CIRCUMSTANCE, AND SUCH
INSTRUCTIONS OF SUCH AGENTS AND ANY ACTION TAKEN OR FAILURE TO ACT PURSUANT
THERETO SHALL BE BINDING ON ALL LENDERS.
12.3
EVENTS OF DEFAULT.
(A)
AGENT SHALL NOT BE DEEMED TO HAVE KNOWLEDGE OR NOTICE OF
THE OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT OR OTHER FAILURE OF A
CONDITION PRECEDENT TO THE LOANS AND LETTERS OF CREDIT HEREUNDER, UNLESS AND
UNTIL AGENT HAS RECEIVED WRITTEN NOTICE FROM A LENDER, OR BORROWER SPECIFYING
SUCH EVENT OF DEFAULT OR ANY UNFULFILLED CONDITION PRECEDENT, AND STATING THAT
SUCH NOTICE IS A "NOTICE OF DEFAULT OR FAILURE OF CONDITION".
IN THE EVENT THAT
AGENT RECEIVES SUCH A NOTICE OF DEFAULT OR FAILURE OF CONDITION, AGENT SHALL
GIVE PROMPT NOTICE THEREOF TO THE LENDERS.
AGENT SHALL (SUBJECT TO
SECTION 12.7) TAKE SUCH ACTION WITH RESPECT TO ANY SUCH EVENT OF
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DEFAULT OR FAILURE OF CONDITION PRECEDENT AS SHALL BE DIRECTED BY THE REQUIRED
LENDERS TO THE EXTENT PROVIDED FOR HEREIN; PROVIDED, THAT, UNLESS AND UNTIL
AGENT SHALL HAVE RECEIVED SUCH DIRECTIONS, AGENT MAY (BUT SHALL NOT BE OBLIGATED
TO) TAKE SUCH ACTION, OR REFRAIN FROM TAKING SUCH ACTION, WITH RESPECT TO OR BY
REASON OF SUCH EVENT OF DEFAULT OR FAILURE OF CONDITION PRECEDENT, AS IT SHALL
DEEM ADVISABLE IN THE BEST INTEREST OF LENDERS.
WITHOUT LIMITING THE FOREGOING,
AND NOTWITHSTANDING THE EXISTENCE OR OCCURRENCE AND CONTINUANCE OF AN EVENT OF
DEFAULT OR ANY OTHER FAILURE TO SATISFY ANY OF THE CONDITIONS PRECEDENT SET
FORTH IN SECTION 4 OF THIS AGREEMENT TO