pursuant thereto shall be binding upon all the Lenders.
(b)
For purposes of determining compliance with
the conditions specified in Section 4.01, each Lender that has signed this
Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the
Administrative Agent shall have received notice from such Lender prior to the
proposed Closing Date specifying its objection thereto.
9.05
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, 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 THE 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 OR EVENT OF DEFAULT AS
38
MAY BE DIRECTED BY THE REQUIRED LENDERS IN ACCORDANCE WITH ARTICLE VIII;
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 OR EVENT OF DEFAULT AS IT SHALL DEEM ADVISABLE OR IN THE BEST INTEREST
OF THE LENDERS.
9.06
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 HEREAFTER TAKEN, INCLUDING ANY CONSENT TO AND ACCEPTANCE OF ANY ASSIGNMENT
OR REVIEW OF THE AFFAIRS OF BORROWER 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 BORROWER AND ITS SUBSIDIARIES, AND ALL APPLICABLE BANK
OR OTHER REGULATORY LAWS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND
MADE ITS OWN DECISION TO ENTER INTO THIS AGREEMENT AND TO EXTEND CREDIT TO THE
BORROWER HEREUNDER.
EACH LENDER ALSO REPRESENTS THAT IT WILL, INDEPENDENTLY AND
WITHOUT RELIANCE UPON ANY AGENT-RELATED PERSON 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 THE OTHER LOAN