OTHER DOCUMENT
DELIVERED HEREUNDER OR THEREUNDER OR IN CONNECTION HEREWITH OR THEREWITH,
(III) THE PERFORMANCE OR OBSERVANCE OF ANY OF THE COVENANTS, AGREEMENTS OR OTHER
TERMS OR CONDITIONS SET FORTH HEREIN OR THEREIN OR THE OCCURRENCE OF ANY
DEFAULT, (IV) THE VALIDITY, ENFORCEABILITY, EFFECTIVENESS OR GENUINENESS OF THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT, INSTRUMENT OR
DOCUMENT OR (V) 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 AGENT.
14.4
RELIANCE BY ADMINISTRATIVE AGENT.
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.
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, OR
THE ISSUANCE OF A LETTER OF CREDIT, THAT BY ITS TERMS MUST BE FULFILLED TO THE
SATISFACTION OF A LENDER OR THE L/C ISSUER, AGENT MAY PRESUME THAT SUCH
CONDITION IS SATISFACTORY TO SUCH LENDER OR THE L/C ISSUER UNLESS AGENT SHALL
HAVE RECEIVED NOTICE TO THE CONTRARY FROM SUCH LENDER OR THE L/C ISSUER PRIOR TO
THE MAKING OF SUCH LOAN OR THE ISSUANCE OF SUCH LETTER OF CREDIT.
AGENT MAY
CONSULT WITH LEGAL COUNSEL (WHO MAY BE COUNSEL FOR THE LOAN PARTIES),
INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS REASONABLY SELECTED BY IT WITH RESPECT
TO MATTERS WITHIN THE EXPERTISE OF SUCH EXPERTS, AND SHALL NOT BE LIABLE FOR ANY
ACTION TAKEN OR NOT TAKEN BY IT IN GOOD FAITH IN ACCORDANCE WITH THE ADVICE OF
ANY SUCH COUNSEL, ACCOUNTANTS OR EXPERTS.
14.5
DELEGATION OF DUTIES.
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
55
SUB-AGENTS APPOINTED BY AGENT.
AGENT AND ANY SUCH SUB-AGENT MAY PERFORM ANY AND
ALL OF ITS DUTIES AND EXERCISE ITS 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 AGENT AND ANY SUCH
SUB-AGENT, AND SHALL APPLY TO THEIR RESPECTIVE ACTIVITIES IN CONNECTION WITH THE
SYNDICATION OF THE CREDIT FACILITIES PROVIDED FOR HEREIN AS WELL AS ACTIVITIES
AS AGENT.
14.6
RESIGNATION OF AGENT.
AGENT MAY AT ANY TIME GIVE NOTICE OF ITS
RESIGNATION TO LENDERS, THE L/C ISSUER AND THE LOAN PARTIES.
UPON RECEIPT OF
ANY SUCH NOTICE OF RESIGNATION, THE REQUIRED LENDERS SHALL HAVE THE RIGHT, IN
CONSULTATION WITH THE LOAN PARTIES, TO APPOINT A SUCCESSOR, WHICH SHALL BE A
BANK WITH