UPON ANY NOTE, WRITING, RESOLUTION, NOTICE,
CONSENT, CERTIFICATE, 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, WITHOUT
LIMITATION, COUNSEL TO THE BORROWER), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS
SELECTED BY SUCH AGENT WITH REASONABLE CARE.
EACH AGENT MAY DEEM AND TREAT THE
PERSON WHOSE NAME IS RECORDED IN THE REGISTER PURSUANT TO THE TERMS HEREOF AS
THE OWNER THEREOF FOR ALL PURPOSES UNLESS A WRITTEN
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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 MAJORITY LENDERS
(OR, TO THE EXTENT PROVIDED IN SUBSECTION 11.1, ALL OF THE LENDERS) AS IT DEEMS
APPROPRIATE OR IT SHALL FIRST BE INDEMNIFIED TO ITS SATISFACTION BY THE LENDERS
AGAINST ANY AND ALL LIABILITY AND EXPENSE WHICH MAY BE INCURRED BY IT BY REASON
OF TAKING OR CONTINUING TO TAKE ANY SUCH ACTION.
EACH AGENT 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 MAJORITY
LENDERS (OR, TO THE EXTENT PROVIDED IN SUBSECTION 11.1, ALL OF THE 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 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" (AND, IN THE CASE OF THE COLLATERAL AGENT
AND THE CO-SYNDICATION AGENTS, SHALL HAVE RECEIVED NOTICE THEREOF AS DESCRIBED
IN THE FOLLOWING SENTENCE).
IN THE EVENT THAT THE ADMINISTRATIVE AGENT RECEIVES
SUCH A NOTICE, THE ADMINISTRATIVE AGENT SHALL GIVE NOTICE THEREOF TO THE OTHER
AGENTS AND LENDERS.
THE ADMINISTRATIVE AGENT SHALL TAKE SUCH ACTION WITH
RESPECT TO SUCH DEFAULT OR EVENT OF DEFAULT AS SHALL BE REASONABLY DIRECTED BY
THE MAJORITY LENDERS; 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 NO AGENT OR ANY AGENT'S OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES HAS MADE ANY REPRESENTATIONS OR
WARRANTIES TO IT AND THAT NO ACT BY ANY AGENT