Common use of Reliance by Closed-End Administrative Agent Clause in Contracts

Reliance by Closed-End Administrative Agent. (a) Before the Closed-End Administrative Agent acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Closed-End Administrative Agent will not be liable for any action it takes or omits to take in the absence of bad faith in reliance on an Officer’s Certificate or Opinion of Counsel. However, the Closed-End Administrative Agent will examine any such Officer’s Certificates and Opinions of Counsel to determine whether or not they conform on their face to the requirements of this Collateral Agency Agreement. (b) The Closed-End Administrative Agent may execute any of the trusts or powers under this Collateral Agency Agreement or any other Basic Document, or perform any duties under this Collateral Agency Agreement or any other Basic Document, either directly or by or through agents or attorneys or a custodian or nominee, and the Closed-End Administrative Agent will not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, counsel, custodian or nominee appointed with due care by it under this Collateral Agency Agreement or any other Basic Document. (c) The Closed-End Administrative Agent may consult with counsel, and the advice or Opinion of Counsel with respect to legal matters relating to this Collateral Agency Agreement or any other Basic Document will be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it under this Collateral Agency Agreement or any other Basic Document in the absence of bad faith and in accordance with the advice or opinion of such counsel. (d) The Closed-End Administrative Agent is under no obligation to exercise any of the rights or powers vested in it by this Collateral Agency Agreement or any other Basic Document or to honor the request or direction of any of the Exchange Noteholders pursuant to this Collateral Agency Agreement or any other Basic Document unless such Exchange Noteholders have offered to the Closed-End Administrative Agent reasonable security or indemnity satisfactory to it from and against the reasonable costs, expenses and disbursements that might be incurred by the Closed-End Administrative Agent in complying with such request or direction. (e) The Closed-End Administrative Agent may rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Closed-End Administrative Agent need not investigate any fact or matter stated in any such document.