PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS
SPECIFIED IN SECTION 4.01, EACH LENDER THAT HAS SIGNED THIS AGREEMENT SHALL BE
DEEMED TO HAVE CONSENTED TO, APPROVED OR ACCEPTED OR TO BE SATISFIED WITH, EACH
DOCUMENT OR OTHER MATTER REQUIRED THEREUNDER TO BE CONSENTED TO OR APPROVED BY
OR ACCEPTABLE OR SATISFACTORY TO A LENDER UNLESS THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED NOTICE FROM SUCH LENDER PRIOR TO THE PROPOSED CLOSING DATE
SPECIFYING ITS OBJECTION THERETO.
SECTION 9.05
NOTICE OF DEFAULT.
NO AGENT SHALL BE DEEMED TO HAVE KNOWLEDGE OR
NOTICE OF THE OCCURRENCE OF ANY DEFAULT, EXCEPT WITH RESPECT TO DEFAULTS IN THE
PAYMENT OF PRINCIPAL, INTEREST AND FEES REQUIRED TO BE PAID TO THE AGENT FOR THE
ACCOUNT OF THE LENDERS, UNLESS THE AGENT SHALL HAVE RECEIVED WRITTEN NOTICE FROM
A LENDER OR THE BORROWER REFERRING TO THIS AGREEMENT, DESCRIBING SUCH DEFAULT
AND STATING THAT SUCH NOTICE IS A "NOTICE OF DEFAULT."
THE ADMINISTRATIVE AGENT
WILL NOTIFY THE LENDERS OF ITS RECEIPT OF ANY SUCH NOTICE.
THE ADMINISTRATIVE
AGENT SHALL TAKE SUCH ACTION WITH RESPECT TO SUCH DEFAULT AS MAY BE DIRECTED BY
THE REQUIRED LENDERS IN ACCORDANCE WITH ARTICLE VIII; PROVIDED, HOWEVER, THAT
UNLESS AND UNTIL THE ADMINISTRATIVE AGENT HAS RECEIVED ANY SUCH DIRECTION, THE
ADMINISTRATIVE AGENT MAY (BUT SHALL NOT BE OBLIGATED TO) TAKE SUCH ACTION, OR
REFRAIN FROM TAKING SUCH ACTION, WITH RESPECT TO SUCH DEFAULT AS IT SHALL DEEM
ADVISABLE OR IN THE BEST INTEREST OF THE LENDERS.
122
SECTION 9.06
CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT; NO RELIANCE ON ARRANGERS' OR AGENTS' CUSTOMER IDENTIFICATION PROGRAM.
(A)
INDEPENDENT CREDIT DECISION.
EACH LENDER ACKNOWLEDGES THAT NO
AGENT-RELATED PERSON HAS MADE ANY REPRESENTATION OR WARRANTY TO IT, AND THAT NO
ACT BY THE ADMINISTRATIVE AGENT HEREAFTER TAKEN, INCLUDING ANY CONSENT TO AND
ACCEPTANCE OF ANY ASSIGNMENT OR REVIEW OF THE AFFAIRS OF ANY LOAN PARTY OR ANY
AFFILIATE THEREOF, SHALL BE DEEMED TO CONSTITUTE ANY REPRESENTATION OR WARRANTY
BY ANY AGENT-RELATED PERSON TO ANY LENDER AS TO ANY MATTER, INCLUDING WHETHER
AGENT-RELATED PERSONS HAVE DISCLOSED MATERIAL INFORMATION IN THEIR POSSESSION.
EACH LENDER REPRESENTS TO THE ADMINISTRATIVE 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 THE LOAN PARTIES AND THEIR RESPECTIVE
SUBSIDIARIES, AND ALL APPLICABLE BANK OR OTHER REGULATORY LAWS RELATING TO THE
TRANSACTIONS CONTEMPLATED HEREBY, AND MADE ITS OWN DECISION TO ENTER INTO THIS
AGREEMENT AND TO EXTEND CREDIT TO THE BORROWER AND THE OTHER LOAN PARTIES
HEREUNDER.
EACH LENDER ALSO REPRESENTS THAT IT WILL, INDEPENDENTLY AND WITHOUT
RELIANCE UPON ANY AGENT-RELATED PERSON AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN
CREDIT ANALYSIS, APPRAISALS AND DECISIONS IN TAKING OR NOT TAKING ACTION UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND TO MAKE SUCH INVESTIGATIONS AS