Disclaimer of Trustee and Collateral Agent Sample Clauses

Disclaimer of Trustee and Collateral Agent. Neither the Trustee nor the Collateral Agent (a) will be responsible for or make any representation as to the validity, sufficiency, enforceability or adequacy of this Indenture, the Security Documents, the Collateral or the Notes, (b) shall be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture or any Security Document, (c) shall be responsible for the use or application of any money received by any Paying Agent other than to the extent the Trustee or the Collateral Agent, as applicable, acts as paying agent hereunder or (d) will be responsible for any statement or recital herein or in any Security Document or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture or any Security Document other than, with respect to the Trustee, its certificate of authentication. Neither the Trustee nor the Collateral Agent shall be responsible to make any calculation, evaluate, verify or independently determine the accuracy of any report, certificate or other information with respect to any matter under this Indenture or any Security Document. Neither the Trustee nor the Collateral Agent shall have any duty to monitor or investigate the Company’s, the Company’s or any Subsidiary’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture or any Security Document, and the Trustee and Collateral Agent may assume performance absent written notice or actual knowledge of a Responsible Officer to the contrary. No provision of this Indenture or any Security Document shall be deemed to impose any duty or obligation on the Trustee or the Collateral Agent to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee or the Collateral Agent, as applicable, shall become subject to taxation, being required to qualify to do business if not then so qualified or other consequence that, in the sole determination of the Trustee or the Collateral Agent, as applicable, is adverse to the Trustee or the Collateral Agent, or in which the Trustee or the Collateral Agent shall be unqualified or incompetent in accordance with a...