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.
The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and any Notes and the
other Loan Documents in accordance with a request of the Required Lenders and/or
such other requisite percentage of the Lenders as is required pursuant to
subsection 10.1(a), 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 Revolving Loans.
9.5
NOTICE OF DEFAULT.
THE ADMINISTRATIVE AGENT SHALL NOT 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 A
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 ADMINISTRATIVE AGENT SHALL
TAKE SUCH ACTION REASONABLY PROMPTLY WITH RESPECT TO SUCH DEFAULT OR EVENT OF
DEFAULT AS SHALL BE DIRECTED BY THE REQUIRED LENDERS AND/OR SUCH OTHER REQUISITE
PERCENTAGE OF 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 ANY 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 BORROWERS
AND THE OTHER LOAN 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