Common use of Action Upon Notices; Exercise of Judgment Clause in Contracts

Action Upon Notices; Exercise of Judgment. Depositary may conclusively and exclusively rely on Collateral Agent or the Company in determining whether a Default or Event of Default under the Note Purchase Agreement has occurred, it being acknowledged and agreed by the parties hereto that if Depositary receives any conflicting notices, entitlement orders, requests, waivers, consents, receipts or other papers or documents hereunder, the applicable notice from Collateral Agent shall control. Depositary shall not be deemed to have knowledge of a Default or Event of Default under the Note Purchase Agreement until it has received written notice thereof from the Company or Collateral Agent. Collateral Agent and Depositary shall each be permitted to conclusively rely and act or refrain from acting, as the case may be, upon any notice, entitlement order, request, waiver, consent, receipt or other paper or document (whether in its original or facsimile form, including portable document format (.pdf)) reasonably believed by it to be signed by Collateral Agent or Depositary, as applicable, the Company or any other authorized Person. Other than in respect of actions or inactions that are specifically required by the terms of this Agreement, the parties hereto acknowledge that any action or direction (or inaction, as the case may be) of Collateral Agent is only upon the proper notice or instruction of the Required Holders. In the event that the Company becomes subject to a voluntary or involuntary proceeding under any Debtor Relief Laws, if Depositary is otherwise served with a court order or other judicial process which Depositary in good faith believes affects any Account, or Depositary is of the opinion that acting upon the instructions of Collateral Agent would result in the violation of any applicable law, rule, regulation or request of a regulatory authority, Depositary may, upon notice to Collateral Agent, cease acting upon the instructions of Collateral Agent and suspend disbursements from the Accounts until such time as Depositary receives a court order or other assurances reasonably satisfactory to Depositary establishing that disbursements from the Accounts may continue.

Action Upon Notices; Exercise of Judgment. Depositary may conclusively and exclusively rely on Administrative Agent or Collateral Agent or the Company in determining whether a Default or Event of Default under the Note Purchase Credit Agreement has occurred, it being acknowledged and agreed by the parties hereto that if Depositary receives any conflicting notices, entitlement orders, requests, waivers, consents, receipts or other papers or documents hereunder, the applicable notice from Administrative Agent or Collateral Agent shall control. Depositary shall not be deemed to have knowledge of a Default or Event of Default under the Note Purchase Credit Agreement until it has received written notice thereof from the Company Borrower, Administrative Agent or Collateral Agent. Collateral Agent and Depositary shall each be permitted to conclusively rely and act or refrain from acting, as the case may be, upon any notice, entitlement order, request, waiver, consent, receipt or other paper or document (whether in its original or facsimile form, including portable document format (.pdf)) reasonably believed by it to be signed by Administrative Agent, Collateral Agent or Depositary, as applicable, the Company Borrower or any other authorized Person. Other than in respect of actions or inactions that are specifically required by the terms of this Agreement, the parties Parties hereto acknowledge that any action or direction (or inaction, inaction as the case may be) of Collateral Agent is only upon the proper notice or instruction of the Required HoldersAdministrative Agent or other person authorized hereunder, as applicable. In the event that the Company Borrower becomes subject to a voluntary or involuntary proceeding under any Debtor Relief Lawsthe United States Bankruptcy Code, if Depositary is otherwise served with a court order or other judicial process which Depositary in good faith believes affects any Account, or Depositary is of the opinion that acting upon the instructions of Collateral the Administrative Agent would result in the violation of any applicable law, rule, regulation or request of a regulatory authority, Depositary may, upon notice to Collateral the Administrative Agent, cease acting upon the instructions of Collateral the Administrative Agent and suspend disbursements from the Accounts until such time as Depositary receives a court order or other assurances reasonably satisfactory to Depositary establishing that disbursements from the Accounts may continue.