ANY LOAN PARTY.
10.4.
RELIANCE BY AGENTS. EACH AGENT SHALL BE ENTITLED TO RELY, AND SHALL
BE FULLY PROTECTED IN RELYING, UPON ANY INSTRUMENT, WRITING, RESOLUTION, NOTICE,
CONSENT, CERTIFICATE,
88
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 COUNSEL TO THE BORROWER), 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 UNLESS
SUCH 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 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, WITH RESPECT TO SUCH DEFAULT OR EVENT OF
DEFAULT AS IT SHALL DEEM ADVISABLE IN THE BEST INTERESTS OF THE LENDERS.
10.6.
NON-RELIANCE ON AGENTS AND OTHER LENDERS. EACH LENDER EXPRESSLY
ACKNOWLEDGES THAT NEITHER THE AGENTS NOR ANY OF THEIR RESPECTIVE RELATED PARTIES
HAVE MADE ANY REPRESENTATIONS OR WARRANTIES TO IT AND THAT NO ACT BY ANY AGENT
HEREAFTER TAKEN, INCLUDING ANY REVIEW OF THE