Certain Rights of Bank. Except as otherwise provided in Section 6.01 hereof:
A. the Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, coupon or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
B. the Bank may consult with legal counsel and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by the Bank hereunder in good faith and in reliance thereon;
C. the Bank shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, coupon or other paper or document, but the Bank, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Bank shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records, and premises of the City, personally or by agent or attorney; and
D. the Bank may execute any of the trusts or powers hereunder or perform any of the duties hereunder either directly or by or through agents or attorneys, and the Bank shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed hereunder with due care by it.
Certain Rights of Bank. At any time and from time to time (and whether once or more than once), without the necessity of any reservation of rights against the Guarantor and without notice to, demand on or further assent by the Guarantor or any other person:
(a) any collateral security (which term as used in this Guaranty includes other guaranties) held by or available to the Bank in respect of the Liabilities or in respect of any guaranty of the Liabilities may be sold, exchanged, waived, subordinated, surrendered or released, in whole or in part and in any order;
(b) any of the Liabilities or the obligations of any other guarantor of the Liabilities may be changed, renewed, extended, continued, accelerated, surrendered, compromised, subordinated, waived or released, in whole or in part, or any default with respect thereto waived or any demand for payment with respect thereto rescinded;
(c) the Bank may set off, refrain from setting off or release, in whole or in part, any balance of any and all deposits (general or special) or credits on its books in favour of the Customer or of any such guarantor, may take or refrain from taking or perfecting any security interest in any collateral security and may exercise or refrain from exercising any right against the Customer or any other person;
(d) the Bank may extend or refrain from extending further credit or financial accommodations in any manner whatsoever to, may accept compositions from and may otherwise generally deal with the Customer and any other person and with any collateral security as the Bank may see fit; and
(e) the Bank may apply all moneys at any time received from the Customer or any other person or from any collateral security in such manner, in such amounts and against such part of the Liabilities as the Bank considers best and change any such application in whole or in part as the Bank may see fit. All of these actions may be taken without in any way limiting, diminishing or affecting the Guarantor’s liability under this Guaranty and without imposing any obligation of trust on the Bank, and no loss of or in respect of any collateral security, whether caused by the fault of the Bank or otherwise, shall in any way limit, diminish or affect the Guarantor’s liability under this Guaranty.
Certain Rights of Bank. If an Event of Default has occurred and is continuing, all rights of any Grantor to receive and retain the Distributions that it would otherwise be authorized to receive and retain pursuant to Section 4.4(b)(i) shall automatically cease, and all such rights shall thereupon vest in the Bank. Such Distributions shall be Collateral, and shall be forthwith delivered to the Custodian to hold as such.
Certain Rights of Bank. If an Event of Default has occurred and is continuing, the Bank may from time to time give notice to the Grantors revoking in whole or in part the rights of the Grantors under Section 4.4(a)(i). If and to the extent such notice has been given, all voting and other consensual rights pertaining to the Collateral shall thereupon be vested in the Bank, who shall thereafter have the sole right to exercise or refrain from exercising such rights.
Certain Rights of Bank. Except as otherwise provided in Section 6.1:
(a) The Bank may rely and shall be protected in acting or remaining from acting upon any certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or documents believed by it to be genuine and to have been signed or presented by the proper party or parties.
(b) Whenever in the administration of this Agreement the Bank shall deem it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Bank (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate of an officer of the Manager and a certificate of an authorized employee the Collateral Agent; provided, however, during the First Lien Secured Obligations Event of Default Period, the Bank may only rely on a certificate of the Collateral Agent.
(c) The Bank shall not be bound to make any investigation into the facts or matters stated in any certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document, but the Bank, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.
Certain Rights of Bank. (a) The Bank undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Bank. The Bank makes no representation or warranty as to the priority of any claim or the status, in the event of any insolvency, bankruptcy or other similar proceeding affecting the Company, of amounts held in the Lockbox Account or paid therefrom.
(b) In the absence of bad faith on its part, the Bank may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Bank and appearing to conform to the requirements of this Agreement. The Bank shall have no liability for actions taken pursuant to this Agreement other than as a result of its gross negligence or willful misconduct.
(c) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and shall not be required to verify the accuracy of any information or calculations required to be included therein or attached thereto. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution
(d) Whenever in the administration of this Agreement, the Bank shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Bank (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate.
(e) The Bank may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and shall not be liable for the negligence or misconduct of such Persons appointed by the Bank with due care hereunder.
(g) The Bank shall not be liable for any errors of judgment ma...
Certain Rights of Bank. 1771 Except as otherwise provided in Section 6.01 hereof: 1772 A. the Bank may rely and shall be protected in acting or refraining from 1773 acting upon any resolution, certificate, statement, instrument, opinion, report, 1774 notice, request, direction, consent, order, bond, coupon or other paper or document 1775 reasonably believed by it to be genuine and to have been signed or presented by the 1776 proper party or parties; 1777 B. the Bank may consult with legal counsel and the written advice of 1778 such counsel or any opinion of counsel shall be full and complete authorization and 1779 protection in respect of any action taken, suffered, or omitted by the Bank 1780 hereunder in good faith and in reliance thereon; 1781 C. the Bank shall not be bound to make any investigation into the facts of 1782 matters stated in any resolution, certificate, statement, instrument, opinion, report, 1783 notice, request, direction, consent, order, bond, coupon or other paper or document, 1784 but the Bank, in its discretion, may make such further inquiry or investigation into 1785 such facts or matters as it may see fit, and, if the Bank shall determine to make 1786 such further inquiry or investigation, it shall be entitled to examine the books, 1787 records, and premises of the City, personally or by agent or attorney; and 1788 D. the Bank may execute any of the trusts or powers hereunder or 1789 perform any of the duties hereunder either directly or by or through agents or 1790 attorneys, and the Bank shall not be responsible for any misconduct or negligence 1791 on the part of any agent or attorney appointed hereunder with due care by it. 1792 SECTION 6.03. Not Responsible for Recitals. 1793 The recitals contained in the Securities, except the Authentication Certificate 1794 signed by the Bank, shall be taken as the statements of the City, and the Bank 1795 assumes no responsibility for their correctness. 1796 SECTION 6.04. May Hold Securities. 1797 The Bank, in its individual or any other capacity, may become the owner or 1798 pledgee of Securities and otherwise deal with the City with the same rights it 1799 would have if it were not serving as paying agent, transfer agent, bond registrar, 1800 authenticating agent, or in any other capacity hereunder. 1801 SECTION 6.05. Money Deposited with Bank. 1802 Money deposited by the City with the Bank for payment of principal (or 1803 Redemption Price, if applicable) of or interest on any Securities shall be segregated 18...
Certain Rights of Bank. Bank shall have the right, but not the obligation, to pay any taxes or levies on the Collateral or any costs to repair or to preserve the Collateral, which payment shall be made for the account of Borrower and shall constitute a part of the obligations owed to Bank and secured pursuant to this Agreement.
Certain Rights of Bank. The Bank may, in the exercise of its sole and absolute discretion without providing notice to, or obtaining the consent of, Guarantor, and without in any way releasing, altering, or impairing any of Guarantor's obligations and liabilities under this Guaranty, from time to time:
Certain Rights of Bank. The Bank may, in the exercise of its sole and absolute discretion without providing notice to, or obtaining the consent of, Guarantor, and without in any way releasing, altering, or impairing any of Guarantor's obligations and liabilities under this Guaranty, from time to time:
4.1. Waive compliance with or any default occurring under, or grant any other indulgence with respect to, any of the Guaranty Documents;
4.2. Modify, revise, replace or otherwise supplement any of the provisions of the Guaranty Documents other than this Guaranty;
4.3. Grant any extension or renewal of or with respect to any of the Guaranty Documents, and/or effect any release, compromise, or settlement in connection therewith;
4.4. Advance any sum if the Bank deems it necessary or advisable in its reasonable credit judgment to perform any term or covenant, or satisfy any condition, set forth in the provisions of any of the Guaranty Documents;
4.5. Assign or otherwise transfer all or any portion of any of the Guaranty Documents or any interest of the Bank therein and Guarantor agrees not to assert against any such assignee or assignee's assigns, any defense, set-off, recoupment claim or counterclaim which Guarantor has or may at any time have against Bank for any reason whatsoever, except for payment of the Obligations. Guarantor agrees that if Guarantor receives written notice of an assignment from Bank, Guarantor will pay all amounts payable under this Guaranty to such assignee or as instructed by Bank. Guarantor also agrees to confirm in writing receipt of the notice of assignment as may be reasonably requested by Bank or assignee;
4.6. Deal in all respects with the Borrower as if this Guaranty were not in effect; and
4.7. Agree to the substitution, sale, transfer, exchange, release or other disposition of any or all of the Collateral or any of the Guaranty Documents.
