Common use of Not Responsible for Recitals; Other Matters Clause in Contracts

Not Responsible for Recitals; Other Matters. (a) The recitals contained herein shall be taken as statements of the Company and the Guarantors, and the Collateral Agent assumes no responsibility for their correctness. The Collateral Agent makes no representation as to the validity or sufficiency of this Agreement. (b) The Collateral Agent shall not be liable for any error of judgment made in good faith by an officer or officers of the Collateral Agent, unless it shall be conclusively determined by a court of competent jurisdiction that the Collateral Agent was grossly negligent in ascertaining the pertinent facts. (c) Whenever in the administration of the provisions of this Agreement or the Security Documents, the Collateral Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken, such matter may, in the absence of gross negligence or bad faith on the part of the Collateral Agent, be deemed to be conclusively proved and established by an Officer’s Certificate or an Opinion of Counsel, which shall be full warrant to the Collateral Agent for any action taken, suffered or omitted by it under the provisions of the Agreement or the Security Documents upon the faith thereof. (d) The Collateral Agent shall be under no obligation to exercise any of the rights vested in it by this Agreement or the Security Documents or to enforce any remedy or realize upon any of the Collateral unless (i) subject to Section 2.9(d), it has been directed to take such action pursuant to the terms of Section 2.1(c) herein, and (ii) it has been offered security or indemnity satisfactory to it against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) that might be incurred by it in compliance with such request or direction. Neither of the Authorized Representatives shall be required to personally offer such indemnity or security.

Not Responsible for Recitals; Other Matters. (a) The recitals contained herein shall be taken as statements of the Company and the GuarantorsGrantor, and the Note Collateral Agent assumes no responsibility for their correctness. The Note Collateral Agent makes no representation as to the validity or sufficiency of this AgreementAgreement or the other Security Documents. (b) The Note Collateral Agent shall not be liable for any error of judgment made in good faith by an officer or officers of the Note Collateral Agent, unless it shall be conclusively determined by a court of competent jurisdiction that the Note Collateral Agent was grossly negligent in ascertaining the pertinent facts. (c) Whenever in the administration of the provisions of this Agreement or the Security Documents, the Note Collateral Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken, such matter may, in the absence of gross negligence or bad faith on the part of the Note Collateral Agent, be deemed to be conclusively proved and established by an Officer’s Certificate or an Opinion of Counsel, which shall be full warrant to the Note Collateral Agent for any action taken, suffered or omitted by it under the provisions of the Agreement or the Security Documents upon the faith thereof. (d) The Note Collateral Agent shall be under no obligation to exercise any of the rights vested in it by this Agreement or the Security Documents or to enforce any remedy or realize upon any of the Collateral unless (i) subject to Section 2.9(d), it has been directed to take such action pursuant to the terms of Section 2.1(c) hereinthe Indenture, and (ii) it has been offered security or indemnity satisfactory to it against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) that might be incurred by it in compliance with such request or direction. Neither of the Authorized Representatives shall be required to personally offer such indemnity or security.

Not Responsible for Recitals; Other Matters. (a) The recitals contained herein shall be taken as statements of the Company Company, the Cash Collateral Grantors and the Guarantors, and the Collateral Agent assumes no responsibility for their correctness. The Collateral Agent makes no representation as to the validity or sufficiency of this Agreement. (b) The Collateral Agent shall not be liable for any error of judgment made in good faith by an officer or officers of the Collateral Agent, unless it shall be conclusively determined by a court of competent jurisdiction that the Collateral Agent was grossly negligent in ascertaining the pertinent facts. (c) Whenever in the administration of the provisions of this Agreement or the Security Transaction Documents, the Collateral Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken, such matter may, in the absence of gross negligence or bad faith willful misconduct on the part of the Collateral Agent, be deemed to be conclusively proved and established by an Officer’s Certificate or an Opinion of Counsel, which shall be full warrant to the Collateral Agent for any action taken, suffered or omitted by it under the provisions of the Agreement or the Security Transaction Documents upon the faith thereof. (d) The Collateral Agent shall be under no obligation to exercise any of the rights vested in it by this Agreement or the Security Transaction Documents or to enforce any remedy or realize upon any of the Collateral unless (i) subject to Section 2.9(d), it has been directed to take such action pursuant to the terms of Section 2.1(c) herein, and (ii) it has been offered security or indemnity satisfactory to it against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) that might be incurred by it in compliance with such request or direction. Neither of the Authorized Representatives shall be required to personally offer such indemnity or security.. 0000-0000-0000 v13 27

Not Responsible for Recitals; Other Matters. (a) The recitals contained herein shall be taken as statements of the Company and the Guarantors, and the Collateral Agent assumes no responsibility for their correctness. The Collateral Agent makes no representation as to the validity or sufficiency of this Agreement. (b) The Collateral Agent shall not be liable for any error of judgment made in good faith by an officer or officers of the Collateral Agent, unless it shall be conclusively determined by a court of competent jurisdiction that the Collateral Agent was grossly negligent in ascertaining the pertinent facts. (c) Whenever in the administration of the provisions of this Agreement or the Security Transaction Documents, the Collateral Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken, such matter may, in the absence of gross negligence or bad faith willful misconduct on the part of the Collateral Agent, be deemed to be conclusively proved and established by an Officer’s Certificate or an Opinion of Counsel, which shall be full warrant to the Collateral Agent for any action taken, suffered or omitted by it under the provisions of the Agreement or the Security Transaction Documents upon the faith thereof. (d) The Collateral Agent shall be under no obligation to exercise any of the rights vested in it by this Agreement or the Security Transaction Documents or to enforce any remedy or realize upon any of the Collateral unless (i) subject to Section 2.9(d), it has been directed to take such action pursuant to the terms of Section 2.1(c) herein, and (ii) it has been offered security or indemnity satisfactory to it against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) that might be incurred by it in compliance with such request or direction. Neither of the Authorized Representatives shall be required to personally offer such indemnity or security.

Not Responsible for Recitals; Other Matters. (a) The recitals contained herein shall be taken as statements of the Company and the Subsidiary Guarantors, and the Collateral Agent assumes no responsibility for their correctness. The Collateral Agent makes no representation as to the validity or sufficiency of this Agreement. (b) In the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent which conform to the requirements of this Agreement or the Security Documents. (c) The Collateral Agent shall not be liable for any error of judgment made in good faith by an officer or officers of the Collateral Agent, unless it shall be conclusively determined by a court of competent jurisdiction that the Collateral Agent was grossly negligent in ascertaining the pertinent facts. (cd) Whenever in the administration of the provisions of this Agreement or the Security Documents, Documents the Collateral Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken, such matter may, in the absence of gross negligence or bad faith on the part of the Collateral Agent, be deemed to be conclusively proved and established by an Officer’s Officers’ Certificate or an Opinion of Counsel, which shall be full warrant to the Collateral Agent for any action taken, suffered or omitted by it under the provisions of the Agreement or the Security Documents upon the faith thereof. (de) The Collateral Agent shall be under no obligation to exercise any of the rights vested in it by this Agreement or the Security Documents or to enforce any remedy or realize upon any of the Collateral unless (i) subject to Section 2.9(d), it has been directed to take such action pursuant to the terms of Section 2.1(c) herein, and (ii) it has been offered security or indemnity satisfactory to it against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) that might be incurred by it in compliance with such request or direction. Neither of the Authorized Representatives shall be required to personally offer such indemnity or security.