DOCUMENT
UNLESS AGENT SHALL FIRST RECEIVE SUCH ADVICE OR CONCURRENCE OF THE LENDERS AS IT
DEEMS APPROPRIATE AND UNTIL SUCH INSTRUCTIONS ARE RECEIVED, AGENT SHALL ACT, OR
REFRAIN FROM ACTING, AS IT DEEMS ADVISABLE.
IF AGENT SO REQUESTS, IT SHALL
FIRST BE INDEMNIFIED TO ITS REASONABLE SATISFACTION BY 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.
AGENT SHALL IN ALL CASES BE FULLY PROTECTED
IN ACTING, OR IN REFRAINING FROM ACTING, UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ACCORDANCE WITH A REQUEST OR CONSENT OF THE LENDERS AND SUCH REQUEST
AND ANY ACTION TAKEN OR FAILURE TO ACT PURSUANT THERETO SHALL BE BINDING UPON
ALL OF THE LENDERS.
16.5.
NOTICE OF DEFAULT OR EVENT OF DEFAULT.
AGENT SHALL
NOT BE DEEMED TOHAVE KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF ANY DEFAULT OR
EVENT OF DEFAULT, EXCEPT WITH RESPECT TO DEFAULTS IN THE PAYMENT OF PRINCIPAL,
INTEREST, FEES, AND EXPENSES REQUIRED TO BE PAID TO AGENT FOR THE ACCOUNT OF THE
LENDERS, EXCEPT WITH RESPECT TO EVENTS OF DEFAULT OF WHICH AGENT HAS ACTUAL
KNOWLEDGE, UNLESS AGENT SHALL HAVE RECEIVED WRITTEN NOTICE FROM A LENDER OR
BORROWER REFERRING TO THIS AGREEMENT, DESCRIBING SUCH DEFAULT OR EVENT OF
DEFAULT, AND STATING THAT SUCH NOTICE IS A "NOTICE OF DEFAULT."
AGENT PROMPTLY
WILL NOTIFY THE LENDERS OF ITS RECEIPT OF ANY SUCH NOTICE OR OF ANY EVENT OF
DEFAULT OF WHICH AGENT HAS ACTUAL KNOWLEDGE.
IF ANY LENDER OBTAINS ACTUAL
KNOWLEDGE OF ANY EVENT OF DEFAULT, SUCH LENDER PROMPTLY SHALL NOTIFY THE OTHER
LENDERS AND AGENT OF SUCH EVENT OF DEFAULT.
EACH LENDER SHALL BE SOLELY
RESPONSIBLE FOR GIVING ANY NOTICES TO ITS PARTICIPANTS, IF ANY.
SUBJECT TO
SUBSECTION 16.4, AGENT SHALL TAKE SUCH ACTION WITH RESPECT TO SUCH DEFAULT OR
EVENT OF DEFAULT AS MAY BE REQUESTED BY THE LENDERS OR THE REQUIRED LENDERS, AS
APPLICABLE, PROVIDED, HOWEVER, THAT UNLESS AND UNTIL AGENT HAS RECEIVED ANY SUCH
REQUEST, 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.
16.6.
CREDIT DECISION.
EACH LENDER ACKNOWLEDGES THAT
NONE OF THE AGENT-RELATED PERSONS HAS MADE ANY REPRESENTATION OR WARRANTY TO IT,
AND THAT NO ACT BY AGENT HEREINAFTER TAKEN, INCLUDING ANY REVIEW OF THE AFFAIRS
OF BORROWER, SHALL BE DEEMED TO CONSTITUTE ANY REPRESENTATION OR WARRANTY BY ANY
AGENT-RELATED PERSON TO ANY LENDER.
EACH LENDER REPRESENTS TO AGENT THAT IT
HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY AGENT-RELATED PERSON AND BASED
ON SUCH DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN
APPRAISAL OF AND INVESTIGATION INTO THE BUSINESS, PROSPECTS, OPERATIONS,
PROPERTY, FINANCIAL AND OTHER CONDITION AND CREDITWORTHINESS OF BORROWER AND ANY
OTHER PERSON PARTY TO A LOAN DOCUMENT, AND ALL APPLICABLE BANK REGULATORY LAWS
RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND MADE ITS OWN DECISION TO
ENTER INTO THIS AGREEMENT AND TO