Common use of Collateral Agent’s Reliance 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: (a) 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; (b) 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; (c) makes no warranty or representation to any Purchaser and shall not be responsible to any Purchaser for any statements, warranties or representations made in or in connection with this Agreement; (d) 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; (e) shall not be responsible to any Purchaser 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 (f) 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. (d)

Collateral Agent’s Reliance. etc. Neither the Without limiting any other provision hereof that is protective of any Collateral Agent, except as otherwise specifically provided in any Underlying Transactional Documents, each Collateral Agent nor (and any of its Affiliates nor any of their respective directors, officers, agents or employees Subagent) shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or any Security Document, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the each Collateral Agent: Agent (and any Subagent): (a) may treat any Person believed by it to be the payee holder of any Note Claim as the holder thereof until the such Collateral Agent (or such Subagent) receives and accepts a written notice notification from such Person or its Representative, notifying such Collateral Agent of the transfer or assignment or transfer thereof signed by of such payee claim to an assignee, which notice shall identify the name and in form satisfactory to the Collateral Agentaddress of such assignee; (b) may treat any Person believed by it to be the Representative of a class of Claims as the continuing Representative of such class of Claims until such Collateral Agent (or such Subagent) receives and accepts a notification from such Person that a new Representative has been designated for such class of Claims, which notice shall identify the name and address of such new Representative; (c) may consult with legal counsel, independent public accountants accountants, and other advisors and experts selected by it 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 accountants, advisors, or experts; (cd) makes no warranty or representation to any Purchaser Claimant and shall not be responsible to any Purchaser Claimant for any statements, warranties warranties, or representations made in or in connection with this AgreementAgreement or any Security Document; (de) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any of the Security Documents on the part of any Credit Party Person party thereto or to inspect the Collateral or any Asset (including the books and records records) of any Credit PartyDebtor; (ef) shall not be responsible to any Purchaser Claimant for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement any Security Document or any other instrument or document furnished pursuant hereto or thereto, or any Collateral; and (fg) shall incur no liability under or in respect of this Agreement Agreement, any Security Document, or any Collateral by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be sent by telecopy, telegram, cable cable, telefacsimile, or telex) believed by it to be genuine and signed or sent by the proper party Person; and (h) shall not, except as otherwise provided below in this paragraph, have any duty to take actions to perfect liens or partiessecurity interests, or to monitor, continue in effect, or renew the perfection thereof, and may choose, without incurring any liability hereunder, not to perfect (or take steps to reperfect or continue in effect the perfection of) particular liens or security interests if it deems such perfection not to be appropriate or cost-effective (for example, by way of illustration but not by way of limitation, if such perfection would be unduly expensive, complicated, time-consuming, or impractical, or if the relative value of the affected Collateral is not deemed sufficient to warrant taking the steps that would be necessary to perfect (or to reperfect or to continue or monitor perfection), or if any Collateral Agent (or any Subagent) shall have agreed with Debtors or any of them to refrain from perfecting a lien or security interest absent defined conditions (such as the occurrence of an Event of Default)). The foregoing subpart (dh) of this paragraph notwithstanding, if any Collateral Agent (or a Subagent) has not taken action to perfect, reperfect, or continue the perfection of, a lien or security interest in specific Collateral, for any reason, and if the holders of the Claims with a first, second or third priority in such Collateral wish for such lien or security interest to be perfected, reperfected, or continued, and so instruct their Representative, then such Representative in turn may by written notice to the relevant Collateral Agent (or the relevant Subagent) request that the relevant Collateral Agent (or the relevant Subagent) take specific actions expressly delineated in such notice, with respect to specific Collateral identified in such notice, to perfect, reperfect, or continue the perfection of, liens or security interests therein; and, upon receipt by the relevant Collateral Agent (or the relevant Subagent) of such written notice, the relevant Collateral Agent (or the relevant Subagent) promptly shall either (x) take the requested actions or similar appropriate actions, or (y) if the relevant Collateral Agent (or the relevant Subagent) determines that the requested actions are inappropriate (whether by reason of cost, immateriality, impracticability, illegality, conflict with the Security Documents, or otherwise), notify the Representative that gave such notice of such Collateral Agent's (or such Subagent's) decision not to take such actions, and of the basis of such decision. The foregoing subpart (h) of this paragraph notwithstanding: (i) neither any Collateral Agent nor any Subagent affirmatively shall take any action to terminate any existing financing statement, mortgage, or other registration or filing that relates to the perfection of any security interest or lien on Collateral, other than (A) with the written consent of all of the Representatives, or (B) in conformity with and as permitted by the provisions of the Security Documents, any other Underlying Transactional Document or this Agreement, including, without limitation, in connection with any sale, transfer or other disposition permitted by any Underlying Transactional Document (without regard to subpart (h) of this paragraph); and (ii) neither any Collateral Agent nor any Subagent affirmatively shall take any action to release any existing security interest or lien on Collateral granted pursuant to any of the Security Documents, other than (Q) with the written consent of all of the Representatives, or (R) in conformity with and as permitted by the provisions of the Security Documents, any Underlying Transactional Document or this Agreement, (without regard to subpart (h) of this paragraph), including without limitation, in connection with any sale, transfer or other disposition permitted by any Underlying Transactional Document.

Collateral Agent’s Reliance. etc. Neither None of the Collateral Agent nor any of Agent, its Affiliates nor agents or any of their respective directors, officers, agents or employees shall Affiliates will be liable for any action taken or omitted to be taken by it or any of them under or in connection with this AgreementAgreement or the Security Documents, except that each will be liable for damages caused by its or their own gross negligence or willful misconductmisconduct as determined in a final non-appealable judgment from a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Collateral Agent: (a) may treat the payee of Person in whose name any Note was issued as the owner and holder thereof of such Note until the Collateral Agent receives written notice of the assignment or transfer thereof of such Note signed by such payee Person and in form satisfactory to the Collateral Agent; (b) may at the expense of the Issuer consult with legal counsel, independent public accountants and other experts selected by it and shall will 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; (c) makes no warranty or representation to any Purchaser and shall not be responsible to any Purchaser for any statements, warranties or representations made in or in connection with this Agreement; (d) 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; (e) shall not be responsible to any Purchaser 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 (f) shall will incur no liability under or in respect of this Agreement or any Security Document or otherwise by acting upon any notice, consent, waiver, certificate or other writing or instrument (including facsimiles and electronic transmissions) given in accordance with this Agreement or writing (which may be by telecopy, telegram, cable or telex) any Security Document and believed by it it, in good faith, to be genuine and signed or sent by the proper party person or parties. persons; (d)) will not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or Liens upon the Collateral; (e) will not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any of the Security Documents, or in the exercise of any of its rights or powers hereunder or thereunder; and (f) shall have no responsibility to file any financing statement, continuation statement or amendment thereto in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of the Lien on the Collateral in favor of the Collateral Agent or to give notice of any such Lien to any third party, all such responsibilities being responsibilities of the Issuer.

Collateral Agent’s Reliance. etcEtc. Neither the Collateral Agent nor any of its Affiliates nor any of their respective directors, officers, partners, managers, members, 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 AgreementAgreement or any other Investor Document, except for damages caused by its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Without limitation of limiting the generality of the foregoing, the Collateral Agent: (a) 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; (b) may consult with legal its 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; (cb) makes no warranty or representation to any Purchaser Secured Party, the Issuer or any of its Subsidiaries (hereinafter, the "Loan Party") and shall not be responsible to any Purchaser Loan Party for any statements, warranties or representations made in in, or in connection with with, this Agreement; (dc) 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 Investor Document, including, the Financing Statements, 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; (ed) shall not be responsible to any Purchaser Loan Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Investor Document, any of the Shared Collateral or any other instrument or document furnished pursuant hereto or theretothereto or the perfection or collectibility of any Shared Collateral; and (fe) shall incur no liability under or in respect of this Agreement any Investor Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by electronic mail, telecopy, telegram, cable or telexotherwise) believed by it the Collateral Agent to be genuine and signed or sent by the proper party or parties. (d).

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: (ai) 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; (bii) 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; (ciii) makes no warranty or representation to any Purchaser and shall not be responsible to any Purchaser for any statements, warranties or representations made in or in connection with this Agreement; (div) 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; (ev) shall not be responsible to any Purchaser 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 (fvi) 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. (d).

Collateral Agent’s Reliance. etc. Neither None of the Collateral Agent nor any of Agent, its Affiliates nor agents or any of their respective directors, officers, agents or employees shall Affiliates will be liable for any action taken or omitted to be taken by it or any of them under or in connection with this AgreementAgreement or the Security Documents, except that each will be liable 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: (a) may treat the payee of Person in whose name any Note was issued as the owner and holder thereof of such Note until the Collateral Agent receives written notice of the assignment or transfer thereof of such Note signed by such payee Person and in form satisfactory to the Collateral Agent; (b) may at the expense of the Issuer consult with legal counsel, independent public accountants and other experts selected by it and shall will 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; (c) makes no warranty or representation to any Purchaser and shall not be responsible to any Purchaser for any statements, warranties or representations made in or in connection with this Agreement; (d) 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; (e) shall not be responsible to any Purchaser 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 (f) shall will incur no liability under or in respect of this Agreement or any Security Document or otherwise by acting upon any notice, consent, waiver, certificate or other writing or instrument (including facsimiles and electronic transmissions) given in accordance with this Agreement or writing (which may be by telecopy, telegram, cable or telex) any Security Document and believed by it it, in good faith, to be genuine and signed or sent by the proper party person or parties. persons; (d)) will not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or Liens upon the Collateral; (e) will not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any of the Security Documents, or in the exercise of any of its rights or powers hereunder or thereunder; and (f) except to the extent directed by the Required Holders, shall have no responsibility to file any financing statement, continuation statement or amendment thereto in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of the Lien on the Collateral in favor of the Collateral Agent or to give notice of any such Lien to any third party, all such responsibilities being responsibilities of the Issuer.