Common use of Collateral Agent’s Reliance, Etc Clause in Contracts

Collateral Agent’s Reliance, Etc. Neither the Collateral Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Collateral Agent: (i) may treat the payee of any Note as the holder thereof until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Collateral Agent; (ii) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Credit Party or to inspect the Collateral including the books and records of any Credit Party; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Collateral Agent’s Reliance, Etc. Neither None of the Collateral Agent nor Agent, any of its Affiliates nor or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this AgreementAgreement or the other Note Documents, except for damages caused by its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Collateral Agent: Agent (ia) may treat the payee of any Note as the holder thereof its Holder until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee and Note has been assigned in form satisfactory to the Collateral Agent; accordance with Section 11.3, (iib) may consult with legal counselcounsel (including counsel to any Note Party or Obligor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iiic) makes no warranty or representation to any Lender Holder and shall not be responsible to any Lender Holder for any statements, warranties or representations made by or on behalf of any Note Party or Obligor in or in connection with this Agreement; Agreement or any other Note Document, (ivd) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement on or any other Note Document, as to the part financial condition of any Credit Note Party or as to inspect the Collateral including the books and records existence or possible existence of any Credit Party; Default or Event of Default, (ve) shall not be responsible to any Lender Holder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement Agreement, any other Note Document or any other instrument or document furnished pursuant hereto or thereto; thereto and (vif) shall incur no liability under or in respect of this Agreement or any other Note Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telecopy, telegram, cable a facsimile or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Collateral Agent’s Reliance, Etc. Neither the Collateral Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Collateral Agent: (i) may treat the payee Lender that made any portion of any Note the Loan as the holder thereof of the debt resulting therefrom until the Collateral Agent receives written notice of the an assignment or transfer thereof signed by such payee and in form satisfactory to the Collateral AgentLender; (ii) may consult with legal counselcounsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any Person other than the Collateral Agent in or in connection with this Agreementthe Loan Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of any Credit Loan Party or to inspect the Collateral property (including the books and records records) of any Credit Loan Party; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not be under any obligation to expend or risk its own funds in connection with acting as Collateral Agent hereunder.

Collateral Agent’s Reliance, Etc. Neither the Collateral Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Collateral Agent: (i) may treat the payee of any Note as the holder thereof until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Collateral Agent; (ii) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or any other Credit Document; (iviii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of the Borrower or any Credit Party Guarantor or to inspect the Collateral property (including the books and records records) of the Borrower or any Credit PartyGuarantor; (viv) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto or thereto; and (viv) shall incur no liability under or in respect of any Note, Letter of Credit or this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopytelecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vi) may treat any Issuing Bank that issues or has issued a Letter of Credit as being the issuer of such Letter of Credit for all purposes.

Collateral Agent’s Reliance, Etc. Neither the Collateral Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Collateral Agent: (i) may treat the payee need not recognize any assignee of any Note Purchaser’s interest hereunder unless and until it receives and accepts an assignment and acceptance entered into by Purchaser, as the holder thereof until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee assignor, and in form satisfactory to the Collateral Agentan eligible assignee, as assignee; (ii) may consult with legal counselcounsel (including counsel for any Seller Party or Guarantor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender Purchaser and shall not be responsible to any Lender Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Transaction Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement any Transaction Document on the part of any Credit Seller Party or Guarantor or the existence at any time of any Default or Event of Default or to inspect the Collateral property (including the books and records records) of any Credit PartySeller Party or Guarantor; (v) shall not be responsible to any Lender Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement any Transaction Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telexelectronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not be required to take any action that, in its reasonable opinion or the opinion of its counsel, is contrary to any Transaction Document or applicable law.

Collateral Agent’s Reliance, Etc. Neither the Collateral Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Collateral Agent: (i) may treat the payee of any Note as the holder thereof until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Collateral Agent; (ii) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iviii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Credit Party the Borrower or to inspect the Collateral property (including the books and records records) of any Credit Partythe Borrower; (viv) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (viv) shall incur no liability under or in respect of any Note, Letter of Credit or this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopytelecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vi) may treat any Issuing Bank that issues or has issued a Letter of Credit as being the issuer of such Letter of Credit for all purposes.

Collateral Agent’s Reliance, Etc. Neither the Collateral Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Holder for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or the Notes, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Collateral Agent: (ia) may treat the payee of any Note as the holder thereof until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Collateral Agent; (iib) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiic) makes no warranty or representation to any Lender Holder and shall not be responsible to any Lender Holder for any statements, warranties or representations made in or in connection with this AgreementAgreement or the Notes; (ivd) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Notes on the part of any Credit Party of the Issuers or to inspect the Collateral (including the books and records records) of any Credit Partyof the Issuers; (ve) shall not be responsible to any Lender Holder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the Notes or any other instrument or document furnished pursuant hereto or thereto; and (vif) shall incur no liability under or in respect of this Agreement or the Notes by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Collateral Agent’s Reliance, Etc. Neither the Collateral Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Collateral Agent: (i) may treat the payee of any Note each Noteholder as the holder thereof of the debt resulting from the Promissory Notes until the Collateral Agent receives written notice of the an assignment or transfer thereof signed by such payee and in form satisfactory to the Collateral AgentNoteholder; (ii) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender the Noteholders and shall not be responsible to any Lender the Noteholders for any statements, warranties or representations made by any person other than the Collateral Agent in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on or the part of any Credit Party or to inspect the Collateral including the books and records of any Credit Party; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Promissory Notes or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.