A
REVOLVING LENDER (OR COMPARABLE TERM AS DEFINED THEREIN) AS TO ITSELF AND
ADMINISTRATIVE AGENT SHALL BE IRREVOCABLY AUTHORIZED TO TAKE SUCH ACTIONS AS ARE
PROVIDED FOR ON BEHALF OF SUCH LENDER THEREUNDER.
ADMINISTRATIVE AGENT MAY
EMPLOY AGENTS AND ATTORNEYS‐IN‐FACT AND SHALL NOT BE RESPONSIBLE FOR THE
NEGLIGENCE OR MISCONDUCT OF ANY SUCH AGENTS OR ATTORNEYS‐IN‐FACT SELECTED BY IT
IN GOOD FAITH.
ADMINISTRATIVE AGENT MAY DEEM AND TREAT THE PAYEE OF ANY NOTE AS
THE HOLDER THEREOF FOR ALL PURPOSES HEREOF UNLESS AND UNTIL THE ASSIGNMENT
THEREOF PURSUANT TO AN AGREEMENT (IF AND TO THE EXTENT PERMITTED HEREIN) IN FORM
AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT SHALL HAVE BEEN DELIVERED TO
AND ACKNOWLEDGED BY ADMINISTRATIVE AGENT.
174
12.2
RELIANCE BY ADMINISTRATIVE AGENT.
ADMINISTRATIVE AGENT SHALL BE
ENTITLED TO RELY UPON ANY CERTIFICATION, NOTICE OR OTHER COMMUNICATION
(INCLUDING ANY THEREOF BY TELEPHONE, TELECOPY, TELEX, TELEGRAM OR CABLE)
BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED OR SENT BY OR
ON BEHALF OF THE PROPER PERSON OR PERSONS, AND UPON ADVICE AND STATEMENTS OF
LEGAL COUNSEL, INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY
ADMINISTRATIVE AGENT.
AS TO ANY MATTERS NOT EXPRESSLY PROVIDED FOR BY THIS
AGREEMENT OR ANY OTHER FINANCING AGREEMENT, ADMINISTRATIVE AGENT SHALL IN ALL
CASES BE FULLY PROTECTED IN ACTING, OR IN REFRAINING FROM ACTING, HEREUNDER OR
THEREUNDER IN ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE REQUIRED LENDERS OR ALL
OF LENDERS AS IS REQUIRED IN SUCH CIRCUMSTANCE, AND SUCH INSTRUCTIONS OF SUCH
ADMINISTRATIVE AGENTS AND ANY ACTION TAKEN OR FAILURE TO ACT PURSUANT THERETO
SHALL BE BINDING ON ALL LENDERS.
175
12.3
EVENTS OF DEFAULT.
(A)
ADMINISTRATIVE AGENT SHALL NOT BE DEEMED TO HAVE KNOWLEDGE OR NOTICE OF
THE OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT OR OTHER FAILURE OF A
CONDITION PRECEDENT TO THE LOANS AND LETTER OF CREDIT ACCOMMODATIONS HEREUNDER,
UNLESS AND UNTIL ADMINISTRATIVE AGENT HAS RECEIVED WRITTEN NOTICE FROM A LENDER,
OR A BORROWER SPECIFYING SUCH EVENT OF DEFAULT OR ANY UNFULFILLED CONDITION
PRECEDENT, AND STATING THAT SUCH NOTICE IS A "NOTICE OF DEFAULT OR FAILURE OF
CONDITION".
IN THE EVENT THAT ADMINISTRATIVE AGENT RECEIVES SUCH A NOTICE OF
DEFAULT OR FAILURE OF CONDITION, ADMINISTRATIVE AGENT SHALL GIVE PROMPT NOTICE
THEREOF TO THE LENDERS.
ADMINISTRATIVE AGENT SHALL (SUBJECT TO SECTION 12.7)
TAKE SUCH ACTION WITH RESPECT TO ANY SUCH EVENT OF DEFAULT OR FAILURE OF
CONDITION PRECEDENT AS SHALL BE DIRECTED BY THE REQUIRED LENDERS; PROVIDED,
THAT, UNLESS AND UNTIL ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DIRECTIONS,
ADMINISTRATIVE AGENT MAY (BUT SHALL NOT BE OBLIGATED TO) TAKE SUCH ACTION, OR
REFRAIN FROM TAKING SUCH ACTION, WITH RESPECT TO OR BY REASON OF SUCH EVENT OF
DEFAULT OR FAILURE OF CONDITION PRECEDENT, AS IT SHALL DEEM ADVISABLE IN THE
BEST INTEREST OF LENDERS.
WITHOUT LIMITING THE FOREGOING, AND NOTWITHSTANDING
THE EXISTENCE OR OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT OR ANY OTHER
FAILURE TO SATISFY ANY OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 4 OF
THIS AGREEMENT