THE LENDERS AS IS REQUIRED PURSUANT TO SUBSECTION 10.1(A);
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.
9.6
ACKNOWLEDGEMENTS AND REPRESENTATIONS BY LENDERS.
EACH LENDER
EXPRESSLY ACKNOWLEDGES THAT NONE OF THE ADMINISTRATIVE AGENT OR THE OTHER
REPRESENTATIVES NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS-IN-FACT OR AFFILIATES HAS MADE ANY REPRESENTATIONS OR WARRANTIES TO IT
AND THAT NO ACT BY THE ADMINISTRATIVE AGENT OR ANY OTHER REPRESENTATIVE
HEREAFTER TAKEN, INCLUDING ANY REVIEW OF THE AFFAIRS OF THE BORROWER OR ANY
OTHER LOAN PARTY, SHALL BE DEEMED TO CONSTITUTE ANY REPRESENTATION OR WARRANTY
BY THE ADMINISTRATIVE AGENT OR SUCH OTHER REPRESENTATIVE TO ANY LENDER.
EACH
LENDER REPRESENTS TO THE ADMINISTRATIVE AGENT, THE OTHER REPRESENTATIVES AND
EACH OF THE LOAN PARTIES THAT, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE
ADMINISTRATIVE AGENT, THE OTHER REPRESENTATIVES OR ANY OTHER LENDER, AND BASED
ON SUCH DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE, IT HAS MADE AND
WILL MAKE, ITS OWN APPRAISAL OF AND INVESTIGATION INTO THE BUSINESS, OPERATIONS,
PROPERTY, FINANCIAL AND OTHER CONDITION AND CREDITWORTHINESS OF THE BORROWER AND
THE OTHER LOAN
97
PARTIES, IT HAS MADE ITS OWN DECISION TO MAKE ITS LOANS HEREUNDER AND ENTER INTO
THIS AGREEMENT AND IT WILL MAKE ITS OWN DECISIONS IN TAKING OR NOT TAKING ANY
ACTION UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND, EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER THE ADMINISTRATIVE AGENT NOR ANY
OTHER REPRESENTATIVE SHALL HAVE ANY DUTY OR RESPONSIBILITY, EITHER INITIALLY OR
ON A CONTINUING BASIS, TO PROVIDE ANY LENDER OR THE HOLDER OF ANY SENIOR INTERIM
LOAN NOTE WITH ANY CREDIT OR OTHER INFORMATION WITH RESPECT THERETO, WHETHER
COMING INTO ITS POSSESSION BEFORE THE MAKING OF THE SENIOR INTERIM LOANS OR AT
ANY TIME OR TIMES THEREAFTER.
EACH LENDER REPRESENTS TO EACH OTHER PARTY HERETO
THAT IT IS A BANK, SAVINGS AND LOAN ASSOCIATION OR OTHER SIMILAR SAVINGS
INSTITUTION, INSURANCE COMPANY, INVESTMENT FUND OR COMPANY OR OTHER FINANCIAL
INSTITUTION WHICH MAKES OR ACQUIRES COMMERCIAL LOANS IN THE ORDINARY COURSE OF
ITS BUSINESS, THAT IT IS PARTICIPATING HEREUNDER AS A LENDER FOR SUCH COMMERCIAL
PURPOSES, AND THAT IT HAS THE KNOWLEDGE AND EXPERIENCE TO BE AND IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF BEING A LENDER HEREUNDER.
EACH LENDER
ACKNOWLEDGES AND AGREES TO COMPLY WITH THE PROVISIONS OF SUBSECTION 10.6
APPLICABLE TO THE LENDERS HEREUNDER.
9.7
INDEMNIFICATION.
(A)
THE LENDERS AGREE TO INDEMNIFY EACH AGENT (OR ANY AFFILIATE
THEREOF) (TO THE EXTENT NOT REIMBURSED BY THE BORROWER OR ANY OTHER LOAN PARTY
AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), RATABLY ACCORDING
TO THEIR RESPECTIVE SENIOR INTERIM LOAN PERCENTAGES, AS THE CASE MAY BE, IN
EFFECT ON THE DATE ON WHICH INDEMNIFICATION IS SOUGHT UNDER THIS SUBSECTION 9.7