CAUSE THE
ISSUANCE OF L/C'S FOR THE ACCOUNT OF THE BORROWERS AS PROVIDED IN SECTION 2.18.
(F)
THE ADMINISTRATIVE AGENT MAY RELY ON ANY REQUEST FOR A LOAN OR ADVANCE, OR
OTHER FINANCIAL ACCOMMODATION UNDER THE REVOLVING CREDIT WHICH THE
ADMINISTRATIVE AGENT, IN GOOD FAITH, BELIEVES TO HAVE BEEN MADE BY A PERSON DULY
AUTHORIZED TO ACT ON BEHALF OF THE LEAD BORROWER AND MAY DECLINE TO MAKE ANY
SUCH REQUESTED LOAN OR ADVANCE, OR ISSUANCE, OR TO PROVIDE ANY SUCH FINANCIAL
ACCOMMODATION PENDING THE ADMINISTRATIVE AGENT'S BEING FURNISHED WITH SUCH
DOCUMENTATION CONCERNING THAT PERSON'S AUTHORITY TO ACT AS MAY BE SATISFACTORY
TO THE ADMINISTRATIVE AGENT.
AS AN ACCOMMODATION TO BORROWERS, ADMINISTRATIVE
AGENT MAY IN ITS DISCRETION PERMIT TELEPHONIC REQUESTS FOR REVOLVING CREDIT
LOANS AND ELECTRONIC TRANSMITTAL OF INSTRUCTIONS, AUTHORIZATIONS, AGREEMENTS OR
REPORTS TO ADMINISTRATIVE AGENT BY BORROWERS,
43
PROVIDED THAT ADMINISTRATIVE AGENT ONLY SHALL ACCEPT OR ACT UPON TELEPHONIC OR
ELECTRONIC COMMUNICATIONS FROM AN AUTHORIZED REPRESENTATIVE OF LEAD BORROWER, OR
SUCH OTHER INDIVIDUALS IDENTIFIED BY LEAD BORROWER FROM TIME TO TIME IN A
WRITTEN NOTICE DELIVERED TO ADMINISTRATIVE AGENT.
ADMINISTRATIVE AGENT AND
LENDERS SHALL HAVE NO LIABILITY TO BORROWERS FOR ANY LOSS OR DAMAGE SUFFERED BY
BORROWERS AS A RESULT OF ADMINISTRATIVE AGENT'S HONORING OF ANY REQUESTS,
EXECUTION OF ANY INSTRUCTIONS, AUTHORIZATIONS OR AGREEMENTS OR RELIANCE ON ANY
REPORTS COMMUNICATED TO IT TELEPHONICALLY OR ELECTRONICALLY AND PURPORTING TO
HAVE BEEN SENT TO ADMINISTRATIVE AGENT BY AN AUTHORIZED REPRESENTATIVE OF
BORROWERS, AND ADMINISTRATIVE AGENT SHALL HAVE NO DUTY TO VERIFY THE ORIGIN OF
ANY SUCH COMMUNICATION OR THE AUTHORITY OF THE PERSON SENDING IT.
(G)
A REQUEST BY THE LEAD BORROWER FOR LOAN OR ADVANCE OR OTHER FINANCIAL
ACCOMMODATION UNDER THE REVOLVING CREDIT SHALL BE IRREVOCABLE AND SHALL
CONSTITUTE CERTIFICATION BY EACH BORROWER THAT AS OF THE DATE OF SUCH REQUEST,
EACH OF THE FOLLOWING IS TRUE AND CORRECT:
(I)
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE BORROWERS'
FINANCIAL CONDITION (TAKEN AS A WHOLE) FROM THE MOST RECENT FINANCIAL
INFORMATION FURNISHED ADMINISTRATIVE AGENT OR ANY LENDER PURSUANT TO THIS
AGREEMENT.
(II)
EACH REPRESENTATION, NOT RELATING TO A SPECIFIC DATE, WHICH IS
MADE HEREIN OR IN ANY OF THE LOAN DOCUMENTS IS THEN TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF AND AS IF MADE ON THE DATE OF SUCH REQUEST (EXCEPT (A)
TO THE EXTENT OF CHANGES RESULTING FROM TRANSACTIONS CONTEMPLATED OR PERMITTED
BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS AND CHANGES OCCURRING IN THE
ORDINARY COURSE OF BUSINESS WHICH SINGLY OR IN THE AGGREGATE WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND (B) TO THE EXTENT
THAT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE).
(III)
NO SUSPENSION EVENT OR EVENT OF DEFAULT HAS OCCURRED WHICH IS
CONTINUING.
(H)
IF, AT ANY TIME OR FROM TIME TO TIME, A SUSPENSION EVENT OR EVENT OF
DEFAULT EXISTS WHICH IS CONTINUING,
(I)
THE ADMINISTRATIVE AGENT MAY SUSPEND THE REVOLVING CREDIT
IMMEDIATELY, IN WHICH EVENT NEITHER THE ADMINISTRATIVE AGENT NOR THE