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 ANY TERM LOAN 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 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 THE 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 THE
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
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OTHER CONDITION AND CREDITWORTHINESS OF THE BORROWER 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,