LOSSES,
LIABILITIES, DAMAGES, COSTS, EXPENSES AND JUDGMENTS (INCLUDING REASONABLE
ATTORNEYS' FEES AND EXPENSES) DUE TO FORCES BEYOND THE REASONABLE CONTROL OF THE
COLLATERAL AGENT, INCLUDING, WITHOUT LIMITATION, STRIKES, WORK STOPPAGES, ACT OF
GOD, AND INTERRUPTIONS, LOSS OR MALFUNCTIONS OF UTILITIES, COMMUNICATIONS OR
COMPUTER (SOFTWARE OR HARDWARE) SERVICES.
Section 6.3
Delegation of Duties; Appointment of Administrative Agent as
Sub-Agent.
(A)
THE COLLATERAL AGENT MAY EXECUTE ANY OF THE POWERS HEREOF AND
PERFORM ANY DUTY HEREUNDER EITHER DIRECTLY OR BY OR THROUGH AGENTS, NOMINEES OR
ATTORNEYS-IN-FACT.
THE COLLATERAL AGENT MAY ACT AND RELY, AND SHALL BE
PROTECTED IN ACTING AND RELYING ON, THE OPINION OR ADVICE OR, OR INFORMATION
OBTAINED FROM, ANY COUNSEL, ACCOUNTANT, APPRAISER OR OTHER EXPERT OR ADVISER,
WHETHER RETAINED OR EMPLOYED BY THE COLLATERAL AGENT OR THE REQUIRED LENDER
REPRESENTATIVE, IN RELATION TO ANY MATTER IN CONNECTION WITH THIS AGREEMENT, THE
SECURITY AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR WRITING.
THE COLLATERAL
AGENT SHALL BE ENTITLED TO ADVICE OF COUNSEL CONCERNING ALL MATTERS PERTAINING
TO SUCH POWERS AND DUTIES.
THE COLLATERAL AGENT SHALL NOT BE RESPONSIBLE FOR
ANY ACTS OR OMISSIONS, INCLUDING ANY NEGLIGENCE OR MISCONDUCT, OF ANY AGENTS,
DESIGNATED REPRESENTATIVES, NOMINEES OR ATTORNEYS-IN-FACT SELECTED BY IT WITHOUT
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(B)
THE COLLATERAL AGENT HEREBY APPOINTS THE ADMINISTRATIVE AGENT TO
ACT AS ITS SUB-AGENT HEREUNDER, AND IN CONNECTION WITH EACH OF THE OTHER LOAN
DOCUMENTS.
THE ADMINISTRATIVE AGENT, FOR ITSELF AND ITS SUCCESSORS, ACCEPTS THE
DUTIES AND OBLIGATIONS REQUIRED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
UPON THE TERMS AND CONDITIONS HEREOF AND THEREOF.
Section 6.4
Reliance by Collateral Agent.
(A)
WHENEVER IN THE ADMINISTRATION OF THIS AGREEMENT THE COLLATERAL
AGENT SHALL DEEM IT NECESSARY OR DESIRABLE THAT A MATTER BE PROVED OR
ESTABLISHED WITH RESPECT TO ANY GRANTOR IN CONNECTION WITH THE TAKING, SUFFERING
OR OMITTING OF ANY ACTION HEREUNDER BY THE COLLATERAL AGENT, SUCH MATTER (UNLESS
OTHER EVIDENCE IN RESPECT THEREOF BE HEREIN SPECIFICALLY PRESCRIBED) MAY BE
DEEMED TO BE PROVED OR ESTABLISHED BY A CERTIFICATE OF A RESPONSIBLE OFFICER OF
SUCH GRANTOR DELIVERED TO THE COLLATERAL AGENT, AND SUCH CERTIFICATE SHALL BE
FULL WARRANTY TO THE COLLATERAL AGENT FOR ANY ACTION TAKEN, SUFFERED OR OMITTED
IN RELIANCE THEREON WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SUBJECT,
HOWEVER, TO THE PROVISIONS OF SECTION 6.5.
(B)
THE COLLATERAL AGENT MAY CONSULT WITH COUNSEL, ACCOUNTANTS AND
OTHER EXPERTS, AND ANY OPINION OF INDEPENDENT COUNSEL, ANY SUCH ACCOUNTANT, AND
ANY SUCH OTHER EXPERT SHALL BE FULL AND COMPLETE AUTHORIZATION AND PROTECTION IN
RESPECT OF ANY ACTION TAKEN OR SUFFERED BY IT HEREUNDER IN ACCORDANCE
THEREWITH.
THE COLLATERAL AGENT SHALL
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HAVE THE RIGHT AT ANY TIME TO SEEK INSTRUCTIONS CONCERNING THE ADMINISTRATION OF
THE COLLATERAL FROM ANY COURT OF COMPETENT JURISDICTION.
(C)
THE COLLATERAL AGENT MAY RELY, AND SHALL BE FULLY PROTECTED IN
ACTING, UPON ANY RESOLUTION, STATEMENT, CERTIFICATE, INSTRUMENT, OPINION,
REPORT, NOTICE, REQUEST, CONSENT, ORDER, BOND OR OTHER PAPER OR DOCUMENT WHICH
IT HAS NO REASON TO BELIEVE TO BE OTHER THAN GENUINE AND TO