Common use of Acceptance by the Clause in Contracts

Acceptance by the. Custodian of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control the rights, duties and immunities of the Custodian: (i) The duties and obligations of the Custodian shall be determined solely by the express provisions of this Agreement and the Custodian shall not be liable except for performance of such duties and obligations as are specifically set out in this Agreement; (ii) The Custodian shall be fully protected by Borrower in acting or relying upon any written notice, direction, request, waiver, consent, receipt or other paper or document which the Custodian in good faith believes to be genuine and to have been signed or presented by the proper party or parties; (iii) The Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct; (iv) Custodian shall not be responsible to any party hereto for any recitals, statements, representations or warranties contained in the Loan Agreement or in any Loan Document; or for the execution, effectiveness, genuineness, validity, enforceability, collectability, or sufficiency of the Loan Agreement or any other Loan Documents or instruments executed and delivered, or which could have been executed or delivered in connection with the Loan Agreement or the other Loan Documents, including without limitation the attachment, creation, effectiveness or perfection of the (v) The Custodian may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the written opinion of such counsel.

Acceptance by the. Custodian of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control the rights, duties and immunities of the Custodian: (i) The duties and obligations of the Custodian shall be determined solely by the express provisions of this Agreement and the Custodian shall not be liable except for performance of such duties and obligations as are specifically set out in this Agreement; (ii) The Custodian shall be fully protected by Borrower in acting or relying upon any written notice, direction, request, waiver, consent, receipt or other paper or document which the Custodian in good faith believes to be genuine and to have been signed or presented by the proper party or parties; (iii) The Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct;anything (iv) Custodian shall not be responsible to any party hereto for any recitals, statements, representations or warranties contained in the Loan Agreement or in any Loan Document; or for the execution, effectiveness, genuineness, validity, enforceability, collectability, or sufficiency of the Loan Agreement or any other Loan Documents or instruments executed and delivered, or which could have been executed or delivered in connection with the Loan Agreement or the other Loan Documents, including without limitation the attachment, creation, effectiveness or perfection of thethe security interest granted or purported to be granted hereunder in and to the Possessory Collateral. Custodian shall be entitled to refrain from exercising any discretionary powers or actions under this Agreement until Custodian shall have received the prior written consent of Lender to such action; and (v) The Custodian may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the written opinion of such counsel.