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 ALL LENDERS, TO THE EXTENT
REQUIRED BY SECTION 11.12(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
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ADVISABLE IN THE BEST INTERESTS OF THE LENDERS (AS DETERMINED BY THE
ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION).
10.06
NONRELIANCE ON AGENTS AND OTHER LENDERS.
INDEPENDENTLY AND WITHOUT
RELIANCE UPON ANY AGENT, EACH LENDER AND THE HOLDER OF EACH NOTE, TO THE EXTENT
IT DEEMS APPROPRIATE, HAS MADE AND SHALL CONTINUE TO MAKE (I) ITS OWN
INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS OF THE BORROWER
AND ITS SUBSIDIARIES IN CONNECTION WITH THE MAKING AND THE CONTINUANCE OF THE
LOANS AND THE TAKING OR NOT TAKING OF ANY ACTION IN CONNECTION HEREWITH AND (II)
ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF THE BORROWER AND ITS SUBSIDIARIES
AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO AGENT SHALL HAVE ANY
DUTY OR RESPONSIBILITY, EITHER INITIALLY OR ON A CONTINUING BASIS, TO PROVIDE
ANY LENDER OR THE HOLDER OF ANY NOTE WITH ANY CREDIT OR OTHER INFORMATION WITH
RESPECT THERETO, WHETHER COMING INTO ITS POSSESSION BEFORE THE MAKING OF THE
LOANS OR AT ANY TIME OR TIMES THEREAFTER.
NO AGENT OR THEIR RESPECTIVE
AFFILIATES NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES
SHALL BE RESPONSIBLE TO ANY LENDER OR THE HOLDER OF ANY NOTE FOR, OR BE REQUIRED
OR HAVE ANY DUTY TO ASCERTAIN, INQUIRE OR VERIFY THE ACCURACY OF, (I) ANY
RECITALS, STATEMENTS, INFORMATION, REPRESENTATIONS OR WARRANTIES HEREIN OR IN
ANY DOCUMENT, CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION HEREWITH,
(II) THE EXECUTION, EFFECTIVENESS, GENUINENESS, VALIDITY, ENFORCEABILITY,
PERFECTION, COLLECTIBILITY, PRIORITY OR SUFFICIENCY OF THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT, (III) THE FINANCIAL CONDITION OF THE BORROWER AND ANY OF
ITS SUBSIDIARIES, (IV) THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS,
PROVISIONS OR CONDITIONS OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, (V) THE
SATISFACTION OF ANY OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 4, OR (VI)
THE EXISTENCE OR POSSIBLE EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT.
10.07
INDEMNIFICATION.
(A)
TO THE EXTENT ANY AGENT (OR ANY AFFILIATE THEREOF)
IS NOT REIMBURSED AND INDEMNIFIED BY THE BORROWER, THE LENDERS WILL REIMBURSE
AND INDEMNIFY SUCH AGENT (AND ANY AFFILIATE THEREOF) IN PROPORTION TO THEIR
RESPECTIVE "PERCENTAGES" AS USED IN DETERMINING THE REQUIRED LENDERS (DETERMINED
AS IF THERE WERE NO DEFAULTING LENDERS), FOR AND AGAINST ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, ACTIONS,
JUDGMENTS, COSTS, EXPENSES OR DISBURSEMENTS OF WHATSOEVER KIND OR NATURE WHICH
MAY BE IMPOSED ON, ASSERTED AGAINST OR INCURRED BY SUCH AGENT (OR ANY AFFILIATE
THEREOF) IN PERFORMING ITS RESPECTIVE DUTIES HEREUNDER OR UNDER ANY OTHER CREDIT
DOCUMENT OR IN