TO) TAKE SUCH ACTION, OR REFRAIN FROM TAKING SUCH ACTION, WITH RESPECT
TO SUCH EVENT OF DEFAULT OR OTHER EVENT AS IT SHALL DEEM ADVISABLE AND IN THE
BEST INTERESTS OF THE LENDERS.
IN THE EVENT THE AGENT IN ITS SOLE DISCRETION,
OR AT THE REQUEST OF THE REQUIRED
64
Lenders, continues to make Revolving Loans and advances under this Agreement
upon the occurrence of an Event of Default or event that would constitute an
Event of Default but for the requirement that notice be given or time elapse,
any such Revolving Loans and advances may be in such amounts (subject to Section
14.10 hereof) and on such additional terms and conditions as the Agent or the
Required Lenders may deem appropriate.
14.6
EACH LENDER EXPRESSLY ACKNOWLEDGES THAT NEITHER THE AGENT NOR ANY
OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ATTORNEYS-IN-FACT HAS MADE ANY
REPRESENTATIONS OR WARRANTIES TO IT AND THAT NO ACT BY THE AGENT HEREINAFTER
TAKEN, INCLUDING ANY REVIEW OF THE AFFAIRS OF THE COMPANY SHALL BE DEEMED TO
CONSTITUTE ANY REPRESENTATION OR WARRANTY BY THE AGENT TO ANY LENDER.
EACH
LENDER REPRESENTS TO THE AGENT THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE
UPON THE AGENT OR ANY OTHER LENDER AND BASED ON SUCH DOCUMENTS AND INFORMATION
AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN APPRAISAL OF AND INVESTIGATION INTO
THE BUSINESS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER CONDITION AND
CREDITWORTHINESS OF THE COMPANY AND MADE ITS OWN DECISION TO ENTER INTO THIS
AGREEMENT.
EACH LENDER ALSO REPRESENTS THAT IT WILL, INDEPENDENTLY AND WITHOUT
RELIANCE UPON THE AGENT OR ANY OTHER LENDER 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 TO MAKE SUCH INVESTIGATION AS IT DEEMS NECESSARY TO INFORM
ITSELF AS TO THE BUSINESS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER CONDITION
OR CREDITWORTHINESS OF THE COMPANY.
THE AGENT, HOWEVER, SHALL PROVIDE THE
LENDERS WITH COPIES OF ALL FINANCIAL STATEMENTS, PROJECTIONS AND BUSINESS PLANS
WHICH COME INTO THE POSSESSION OF THE AGENT OR ANY OF ITS OFFICERS, EMPLOYEES,
AGENTS OR ATTORNEYS-IN-FACT AND THE AGENT FURTHER AGREES TO COMPLY WITH ANY
REASONABLE REQUEST OF A LENDER IN RESPECT OF THE AGENT'S RIGHTS UNDER APPLICABLE
PROVISIONS HEREOF TO OBTAIN INFORMATION FROM AND MAKE INQUIRES TO THE COMPANY.
14.7
(A) THE LENDERS AGREE TO INDEMNIFY THE AGENT IN ITS CAPACITY AS
SUCH (TO THE EXTENT NOT REIMBURSED BY THE COMPANY AND WITHOUT LIMITING THE
OBLIGATION OF THE COMPANY TO DO SO), FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES OR DISBURSEMENTS (INCLUDING, WITHOUT LIMITATION, ALL OUT-OF-POCKET
EXPENSES) OF ANY KIND WHATSOEVER (INCLUDING NEGLIGENCE ON THE PART OF THE AGENT)
WHICH MAY AT ANY TIME BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT
IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY ANCILLARY
DOCUMENTS OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO