BE
SATISFIED AS SUFFICIENT EVIDENCE THEREOF AND A LIKE CERTIFICATE THAT ANY ASSETS
IN THE
OPINION
OF
THE
PERSON SO CERTIFYING HAVE A PARTICULAR VALUE OR
PRODUCE A PARTICULAR INCOME OR ARE SUITABLE FOR SUCH COMPANY'S PURPOSES AS
SUFFICIENT EVIDENCE THAT THEY HAVE THAT VALUE OR PRODUCE THAT INCOME OR ARE SO
SUITABLE AND A LIKE CERTIFICATE TO THE EFFECT THAT ANY PARTICULAR DEALING,
TRANSACTION, STEP OR THING IS IN THE OPINION OF THE PERSON SO CERTIFYING
EXPEDIENT AS SUFFICIENT EVIDENCE THAT IT IS EXPEDIENT AND THE ADMINISTRATIVE
AGENT SHALL NOT BE BOUND IN ANY SUCH CASE TO CALL FOR FURTHER EVIDENCE OR BE
RESPONSIBLE FOR ANY LOSS THAT MAY BE OCCASIONED BY ITS FAILING TO DO SO OR BY
ITS ACTING ON ANY SUCH CERTIFICATE;
18.5.4
WITH A VIEW TO FACILITATING SALES AND OTHER DEALINGS UNDER
ANY PROVISIONS OF THIS DEED, THE ADMINISTRATIVE AGENT SHALL HAVE FULL POWER
PROSPECTIVELY TO CONSENT TO ANY SPECIFIED TRANSACTION CONDITIONALLY ON THE SAME
CONFORMING TO ANY SPECIFIED CONDITIONS LAID DOWN OR APPROVED BY THE
ADMINISTRATIVE AGENT;
18.5.5
THE ADMINISTRATIVE AGENT SHALL HAVE FULL POWER TO DETERMINE
AS BETWEEN ITSELF AND THE OTHER SECURED PARTIES ALL QUESTIONS AND DOUBTS ARISING
IN RELATION TO ANY OF THE PROVISIONS OF THIS DEED AND EVERY SUCH DETERMINATION
WHETHER MADE UPON A QUESTION ACTUALLY RAISED OR IMPLIED IN THE ACTS OR
PROCEEDINGS OF THE ADMINISTRATIVE AGENT SHALL BE CONCLUSIVE AND SHALL BIND ALL
PERSONS INTERESTED UNDER THIS DEED;
18.5.6
THE ADMINISTRATIVE AGENT SHALL NOT BE BOUND TO TAKE ANY
STEPS TO ASCERTAIN WHETHER ANY EVENT HAS HAPPENED WHICH CAUSES, OR WHICH WITH
THE LAPSE OF TIME AND/OR A RELEVANT DETERMINATION, WOULD CAUSE, THE SECURED
OBLIGATIONS TO BECOME PAYABLE OR THE SECURITY CONSTITUTED BY THIS DEED TO BECOME
ENFORCEABLE AND THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO ASSUME WITHOUT
ENQUIRY THAT NO SUCH EVENT HAS HAPPENED AND THAT THE CHARGOR IS DULY PERFORMING
ALL ITS OBLIGATIONS CONTAINED IN THIS DEED AND THAT THE BORROWER AND EACH OF THE
OTHER LOAN PARTIES IS DULY PERFORMING ITS OBLIGATIONS CONTAINED IN THE OTHER
LOAN DOCUMENTS;
20
18.5.7
THE ADMINISTRATIVE AGENT SHALL NOT BE CONCERNED WITH OR BE
RESPONSIBLE FOR ANY CONSOLIDATION, AMALGAMATION OR MERGER OF THE CHARGOR OR ANY
SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CHARGOR OR THE
FORM OR SUBSTANCE OF ANY PLAN RELATING THERETO OR THE CONSEQUENCES THEREOF TO
ANY SECURED PARTY;
18.5.8
THE ADMINISTRATIVE AGENT SHALL BE AT LIBERTY TO HOLD OR
DEPOSIT THIS DEED AND ANY SHARE CERTIFICATES OR DOCUMENTS RELATING TO THIS DEED
WITH ANY BANKER OR BANKING COMPANY OR ANY COMPANY WHOSE BUSINESS INCLUDES
UNDERTAKING THE SAFE CUSTODY OF SHARE CERTIFICATES OR DOCUMENTS OR WITH ANY
LAWYER OR FIRM OF LAWYERS OF GOOD REPUTE AND THE ADMINISTRATIVE AGENT SHALL NOT
BE RESPONSIBLE FOR, OR BE REQUIRED TO INSURE AGAINST, ANY LOSS INCURRED IN
CONNECTION WITH ANY SUCH HOLDING OR DEPOSIT AND THE ADMINISTRATIVE AGENT MAY PAY
ALL SUMS REQUIRED TO BE PAID ON ACCOUNT OR IN RESPECT OF