SUCH ACTION.
AS BETWEEN THE ADMINISTRATIVE
AGENT AND THE LENDERS, THE ADMINISTRATIVE AGENT SHALL IN ALL CASES BE FULLY
PROTECTED IN ACTING, OR IN REFRAINING FROM ACTING, UNDER THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN ACCORDANCE WITH A REQUEST OR CONSENT OF THE REQUIRED
LENDERS (OR SUCH GREATER NUMBER OF LENDERS AS MAY BE EXPRESSLY REQUIRED HEREBY
IN ANY INSTANCE) AND SUCH REQUEST AND ANY ACTION TAKEN OR FAILURE TO ACT
PURSUANT THERETO SHALL BE BINDING UPON ALL THE LENDERS.
(B)
FOR PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS
SPECIFIED IN SECTIONS 4.01 AND 4.02, EACH LENDER THAT HAS SIGNED THIS AGREEMENT
(OR AN ADDENDUM TO THIS AGREEMENT OR A JOINDER AGREEMENT) SHALL BE DEEMED TO
HAVE CONSENTED TO, APPROVED OR ACCEPTED OR TO BE SATISFIED WITH, EACH DOCUMENT
OR OTHER MATTER REQUIRED HEREUNDER TO BE CONSENTED TO OR APPROVED BY OR
ACCEPTABLE OR SATISFACTORY TO A LENDER.
SECTION 11.05
NOTICE OF DEFAULT.
THE ADMINISTRATIVE AGENT SHALL
NOT BE DEEMED TO HAVE KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF ANY DEFAULT
AND/OR EVENT OF DEFAULT, EXCEPT WITH RESPECT TO DEFAULTS IN THE PAYMENT OF
PRINCIPAL, INTEREST AND FEES REQUIRED TO BE PAID TO THE ADMINISTRATIVE AGENT FOR
THE ACCOUNT OF THE LENDERS, UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
WRITTEN NOTICE FROM A LENDER OR ANY BORROWER REFERRING TO THIS AGREEMENT,
DESCRIBING SUCH DEFAULT OR EVENT OF 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 AND/OR EVENT OF DEFAULT AS MAY BE DIRECTED BY THE
REQUIRED LENDERS IN ACCORDANCE WITH ARTICLE IX; 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 AND/OR EVENT OF
DEFAULT AS IT SHALL DEEM ADVISABLE OR IN THE BEST INTEREST OF THE LENDERS.
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SECTION 11.06
CREDIT DECISION; DISCLOSURE OF INFORMATION BY
ADMINISTRATIVE AGENT.
EACH LENDER ACKNOWLEDGES THAT NO AGENT-RELATED PERSON HAS
MADE ANY REPRESENTATION OR WARRANTY TO IT, AND THAT NO ACT BY THE ADMINISTRATIVE
AGENT OR ANY AGENT-RELATED PERSON 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
DOMESTIC SUBSIDIARIES, AND ALL APPLICABLE BANK OR OTHER REGULATORY LAWS RELATING
TO THE