THE REQUIRED LENDERS AS IT DEEMS APPROPRIATE AND SHALL BE
INDEMNIFIED TO ITS SATISFACTION BY THE 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 THE NOTES IN
ACCORDANCE WITH A REQUEST OF THE REQUIRED LENDERS, 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 NOTES.
SECTION 14.5
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 THE BORROWER REFERRING TO THIS AGREEMENT, DESCRIBING SUCH DEFAULT OR
EVENT OF DEFAULT AND STATING THAT SUCH NOTICE IS A "NOTICE OF DEFAULT" OR THE
LENDER THAT IS THE ADMINISTRATIVE AGENT (WHICH IS BANK OF AMERICA ON THE
EFFECTIVE DATE) HAS ACTUAL KNOWLEDGE OF SUCH DEFAULT OR EVENT OF DEFAULT, IN
WHICH CASE THE ADMINISTRATIVE AGENT SHALL BE DEEMED TO HAVE RECEIVED SUCH A
NOTICE.
IN THE EVENT THAT THE ADMINISTRATIVE AGENT RECEIVES OR IS DEEMED TO
HAVE RECEIVED SUCH A NOTICE, THE ADMINISTRATIVE AGENT SHALL PROMPTLY GIVE NOTICE
THEREOF TO THE LENDERS.
THE ADMINISTRATIVE AGENT SHALL TAKE SUCH ACTION WITH
RESPECT TO SUCH DEFAULT OR EVENT OF DEFAULT AS SHALL BE REASONABLY DIRECTED BY
THE REQUIRED LENDERS; PROVIDED THAT UNLESS AND UNTIL THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED SUCH DIRECTIONS, THE ADMINISTRATIVE AGENT MAY (BUT SHALL NOT
BE OBLIGATED TO) CONTINUE MAKING REVOLVING CREDIT LOANS TO THE BORROWER ON
BEHALF OF THE LENDERS IN RELIANCE ON AND SUBJECT TO THE PROVISIONS OF SECTION
4.7 AND TAKE SUCH OTHER 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.
SECTION 14.6
NON-RELIANCE ON AGENTS AND OTHER LENDERS.
EACH LENDER
EXPRESSLY ACKNOWLEDGES THAT NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS
RESPECTIVE OFFICERS, DIRECTORS, COUNSEL, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR
AFFILIATES HAS MADE ANY REPRESENTATIONS OR WARRANTIES TO IT AND THAT NO ACT BY
THE ADMINISTRATIVE AGENT THEREAFTER TAKEN, INCLUDING ANY REVIEW OF THE AFFAIRS
OF THE BORROWER, SHALL BE DEEMED TO CONSTITUTE ANY REPRESENTATION OR WARRANTY BY
THE ADMINISTRATIVE AGENT TO ANY LENDER.
EACH LENDER REPRESENTS TO THE
ADMINISTRATIVE AGENT THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE
ADMINISTRATIVE 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,
95
OPERATIONS, PROPERTY, FINANCIAL (AND OTHER) CONDITION AND CREDITWORTHINESS OF
THE BORROWER AND MADE ITS OWN DECISION TO MAKE ITS LOANS HEREUNDER AND ENTER
INTO THIS AGREEMENT.
EACH LENDER ALSO REPRESENTS THAT IT WILL, INDEPENDENTLY
AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER,