ANY OTHER AGREEMENT,
INSTRUMENT OR DOCUMENT OR THE CREATION, PERFECTION OR PRIORITY OF ANY LIEN
PURPORTED TO BE CREATED BY THE SECURITY DOCUMENTS, (V) THE VALUE OR THE
SUFFICIENCY OF ANY COLLATERAL OR (VI) THE SATISFACTION OF ANY CONDITION SET
FORTH IN ARTICLE IV OR ELSEWHERE HEREIN, OTHER THAN TO CONFIRM RECEIPT OF ITEMS
EXPRESSLY REQUIRED TO BE DELIVERED TO THE ADMINISTRATIVE AGENT.
SECTION 9.04.
RELIANCE BY THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT
SHALL BE ENTITLED TO RELY UPON, AND SHALL NOT INCUR ANY LIABILITY FOR RELYING
UPON, ANY NOTICE, REQUEST, CERTIFICATE, CONSENT, STATEMENT, INSTRUMENT, DOCUMENT
OR OTHER WRITING (INCLUDING ANY ELECTRONIC MESSAGE, INTERNET OR INTRANET WEBSITE
POSTING OR OTHER DISTRIBUTION) BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN
SIGNED, SENT OR OTHERWISE AUTHENTICATED BY THE PROPER PERSON.
THE
ADMINISTRATIVE AGENT ALSO MAY RELY UPON ANY STATEMENT MADE TO IT ORALLY OR BY
TELEPHONE AND BELIEVED BY IT TO HAVE BEEN MADE BY THE PROPER PERSON, AND SHALL
NOT INCUR ANY LIABILITY FOR RELYING THEREON.
IN DETERMINING COMPLIANCE WITH ANY
CONDITION HEREUNDER TO THE MAKING OF A LOAN THAT BY ITS TERMS MUST BE FULFILLED
TO THE SATISFACTION OF A LENDER, THE ADMINISTRATIVE AGENT MAY PRESUME THAT SUCH
CONDITION IS SATISFACTORY TO SUCH LENDER UNLESS THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED WRITTEN NOTICE TO THE CONTRARY FROM SUCH LENDER PRIOR TO THE
MAKING OF SUCH LOAN.
THE ADMINISTRATIVE AGENT MAY CONSULT WITH LEGAL COUNSEL
(WHO MAY BE COUNSEL FOR ANY LOAN PARTY), INDEPENDENT ACCOUNTANTS AND OTHER
EXPERTS SELECTED BY IT, AND SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR NOT
TAKEN BY IT IN ACCORDANCE WITH THE ADVICE OF ANY SUCH COUNSEL, ACCOUNTANTS OR
EXPERTS.
SECTION 9.05.
DELEGATION OF DUTIES.
THE ADMINISTRATIVE AGENT MAY PERFORM ANY
AND ALL OF ITS DUTIES AND EXERCISE ITS RIGHTS AND POWERS HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT BY OR THROUGH ANY ONE OR MORE SUB-AGENTS APPOINTED BY THE
ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT AND ANY SUCH SUB-AGENT MAY
PERFORM ANY AND ALL OF THEIR DUTIES AND EXERCISE THEIR RIGHTS AND POWERS BY OR
THROUGH THEIR RESPECTIVE RELATED PARTIES.
THE EXCULPATORY PROVISIONS OF THIS
ARTICLE SHALL APPLY TO ANY SUCH SUB-AGENT AND TO THE RELATED PARTIES OF THE
ADMINISTRATIVE AGENT AND ANY SUCH SUB-AGENT, AND SHALL APPLY TO THEIR RESPECTIVE
ACTIVITIES AS SUCH AGENT.
SECTION 9.06.
RESIGNATION OF THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE
AGENT MAY AT ANY TIME GIVE WRITTEN NOTICE OF ITS RESIGNATION TO THE LENDERS AND
THE BORROWER.
UPON RECEIPT OF ANY SUCH NOTICE OF RESIGNATION, THE REQUIRED
LENDERS SHALL HAVE THE RIGHT, IN CONSULTATION WITH THE BORROWER, TO APPOINT A
SUCCESSOR, WHICH SHALL BE A BANK WITH AN OFFICE IN THE UNITED STATES, OR AN
AFFILIATE OF ANY SUCH BANK WITH AN OFFICE IN THE UNITED STATES AND SHALL, UNLESS
AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AT THE TIME OF SUCH
APPOINTMENT, BE REASONABLY ACCEPTABLE TO THE BORROWER (WHOSE CONSENT SHALL NOT
BE UNREASONABLY WITHHELD OR DELAYED).
IF NO SUCH SUCCESSOR SHALL HAVE BEEN SO