RELYING, UPON ANY WRITING,
COMMUNICATION, SIGNATURE, RESOLUTION, REPRESENTATION, NOTICE, CONSENT,
CERTIFICATE, AFFIDAVIT, LETTER, TELEGRAM, FACSIMILE, TELEX OR TELEPHONE MESSAGE,
ELECTRONIC MAIL MESSAGE, STATEMENT OR OTHER DOCUMENT OR CONVERSATION BELIEVED BY
IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED, SENT OR MADE BY THE PROPER
PERSON OR PERSONS, AND UPON ADVICE AND STATEMENTS OF LEGAL COUNSEL (INCLUDING
COUNSEL TO ANY LOAN PARTY), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED
BY THE ADMINISTRATIVE AGENT. THE ADMINISTRATIVE AGENT SHALL BE FULLY JUSTIFIED
IN FAILING OR REFUSING TO TAKE ANY ACTION UNDER ANY LOAN DOCUMENT UNLESS IT
SHALL FIRST RECEIVE SUCH ADVICE OR CONCURRENCE OF THE REQUIRED LENDERS AS IT
DEEMS APPROPRIATE AND, IF IT SO REQUESTS, IT SHALL FIRST 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 OR ANY OTHER LOAN DOCUMENT IN
ACCORDANCE WITH A REQUEST OR CONSENT OF THE REQUIRED LENDERS (OR (I) SUCH
GREATER NUMBER OF LENDERS AS MAY BE EXPRESSLY REQUIRED HEREBY IN ANY INSTANCE OR
(II) ANY NON-CONSENTING LENDER THAT IS NOT PAID ALL AMOUNTS DUE AND OWING TO
SUCH NON-CONSENTING LENDER ON THE DATE AND AS FURTHER PROVIDED IN THE THIRD
SENTENCE OF SECTION 2.14(B)) 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 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
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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,
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 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 AS 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 AS IT SHALL DEEM
ADVISABLE OR IN THE BEST