RECOGNITION PURPOSES ONLY, AND
IN THEIR RESPECTIVE CAPACITIES AS SUCH SHALL HAVE NO POWERS, DUTIES,
RESPONSIBILITIES OR LIABILITIES WITH RESPECT TO THIS AGREEMENT OR THE OTHER
CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY; IT BEING
UNDERSTOOD AND AGREED THAT EACH JOINT LEAD ARRANGER AND EACH JOINT BOOK RUNNING
MANAGER SHALL BE ENTITLED TO ALL INDEMNIFICATION AND REIMBURSEMENT RIGHTS IN
FAVOR OF "AGENTS" AS, AND TO THE EXTENT, PROVIDED FOR UNDER SECTIONS 10.07 AND
11.01.
WITHOUT LIMITATION OF THE FOREGOING, NONE OF THE JOINT LEAD ARRANGERS OR
THE JOINT BOOK RUNNING MANAGERS SHALL, SOLELY BY REASON OF THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENTS, HAVE ANY FIDUCIARY RELATIONSHIP IN RESPECT OF ANY LENDER
OR ANY OTHER PERSON.
10.03
CERTAIN RIGHTS OF THE AGENTS.
THE AGENTS SHALL HAVE THE RIGHT TO REQUEST
INSTRUCTIONS FROM THE REQUIRED LENDERS AT ANY TIME.
IF ANY AGENT SHALL REQUEST
INSTRUCTIONS FROM THE REQUIRED LENDERS WITH RESPECT TO ANY ACT OR ACTION
(INCLUDING FAILURE TO ACT) IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT, SUCH AGENT SHALL BE ENTITLED TO REFRAIN FROM SUCH ACT OR TAKING SUCH
ACTION UNLESS AND UNTIL SUCH AGENT SHALL HAVE RECEIVED INSTRUCTIONS FROM THE
REQUIRED LENDERS; AND SUCH AGENT SHALL NOT INCUR LIABILITY TO ANY LENDER BY
REASON OF SO REFRAINING.
WITHOUT LIMITING THE FOREGOING, NEITHER ANY LENDER NOR
THE HOLDER OF ANY NOTE SHALL HAVE ANY RIGHT OF ACTION WHATSOEVER AGAINST ANY
AGENT OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS OR AFFILIATES AS A
RESULT OF SUCH AGENT OR SUCH OTHER PERSON ACTING OR REFRAINING FROM ACTING
HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT IN ACCORDANCE WITH THE INSTRUCTIONS
OF THE REQUIRED LENDERS.
10.04
RELIANCE BY AGENTS.
EACH AGENT SHALL BE ENTITLED TO RELY, AND SHALL BE
FULLY PROTECTED (AND SHALL HAVE NO LIABILITY TO ANY PERSON) IN RELYING, UPON ANY
NOTE, WRITING, RESOLUTION, NOTICE, STATEMENT, CERTIFICATE, TELEX, TELETYPE OR
TELECOPIER MESSAGE, CABLEGRAM, RADIOGRAM, ORDER, TELEPHONE MESSAGE OR OTHER
DOCUMENT OR CONVERSATION THAT SUCH AGENT BELIEVED, IN THE ABSENCE OF GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT (AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION IN A FINAL AND NON-APPEALABLE DECISION), TO BE THE PROPER PERSON,
AND, WITH RESPECT TO ALL LEGAL MATTERS PERTAINING TO THIS AGREEMENT AND ANY
OTHER CREDIT DOCUMENT AND ITS DUTIES HEREUNDER AND THEREUNDER, UPON ADVICE OF
COUNSEL SELECTED BY SUCH AGENT (WHICH MAY BE COUNSEL FOR THE CREDIT PARTIES)
AND, WITH RESPECT TO OTHER MATTERS, UPON ADVICE OF INDEPENDENT PUBLIC
ACCOUNTANTS OR OTHER EXPERTS SELECTED BY IT.
10.05
NOTICE OF DEFAULT, ETC.
THE ADMINISTRATIVE AGENT SHALL NOT BE DEEMED TO
HAVE KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT
UNLESS THE ADMINISTRATIVE AGENT HAS ACTUALLY RECEIVED WRITTEN 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