Common use of Actions by Collateral Agent Clause in Contracts

Actions by Collateral Agent. Agents acknowledge that (a) that each Bank has performed and will continue to perform its own credit analysis of Borrower and each Pledgor and its own investigations of the risks involved in the transactions contemplated by the obligations and in entering into this Agreement, (b) each Bank has reviewed and approved the form and substance of each of the Loan Documents, including any UCC financing statements filed in connection with any of the Loan Documents, and (c) Collateral Agent, by executing this Agreement, has not nor at any time shall Collateral Agent be deemed to have made any representation or warranty, express or implied, with respect to the (i) due execution, authenticity, legality, accuracy, completeness, validity or enforceability of any of the Loan Documents or as to the financial condition or creditworthiness of Borrower or any Pledgor, or the collectability of the Obligations, or (ii) validity, perfection, priority, enforceability, value or sufficiency of, or title to any of the Collateral, or the filing, or recording, or taking of any other actions with respect to the Collateral. Although Collateral Agent will endeavor to exercise the same care in administering the Collateral as if the Collateral Agent were acting for its own account, Collateral Agent shall be fully protected in relying upon any document that appears to it to be genuine and upon the advice of legal counsel, independent accountants and other appropriate experts (including those retained by Borrower). Neither Collateral Agent nor any of its affiliates, directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct.

Actions by Collateral Agent. Agents acknowledge that (a) that each Bank has performed and will continue The Collateral Agent --------------------------- shall be fully justified in failing or refusing to perform its own credit analysis of Borrower and each Pledgor and its own investigations take any action under this Agreement as it reasonably deems appropriate unless it shall first have received such advice or concurrence of the risks involved in the transactions contemplated Banks and shall be indemnified to its reasonable satisfaction by the obligations Banks against any and in entering into this Agreement, (b) each Bank has reviewed all liability and approved the form and substance expense which may be incurred by it by reason of each of the Loan Documents, including taking or continuing to take any UCC financing statements filed in connection with any of the Loan Documents, and (c) Collateral Agent, by executing this Agreement, has not nor at any time shall such action. The Collateral Agent shall in all cases be deemed to have made any representation fully protected in acting, or warrantyin refraining from acting, express under this Agreement or implied, with respect to the (i) due execution, authenticity, legality, accuracy, completeness, validity or enforceability of any of the Loan Documents or as to the financial condition or creditworthiness of Borrower or any Pledgor, or the collectability in accordance with a request of the ObligationsBanks, and such request and any action taken or (ii) validity, perfection, priority, enforceability, value or sufficiency of, or title failure to any act pursuant thereto shall be binding upon the Banks and all future holders of the CollateralBorrower Notes. (b) Whether or not an Event of Default shall have occurred, or the filing, or recording, or taking of any other actions with respect to the Collateral. Although Collateral Agent will endeavor to exercise the same care in administering the Collateral as if the Collateral Agent were acting for its own account, may from time to time exercise such rights of the Collateral Agent and the Banks under the Loan Documents as it determines may be necessary or desirable to protect the Collateral and the interests of the Collateral Agent and the Banks therein and under the Loan Documents. (c) The Collateral Agent shall not incur any liability by acting in reliance on any notice, consent, certificate, statement or other writing (which may be fully protected in relying upon any document that appears to a bank wire, telex, facsimile or similar writing) believed by it to be genuine and upon the advice of legal counsel, independent accountants and other appropriate experts (including those retained by Borrower). Neither Collateral Agent nor any of its affiliates, directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken signed by it the proper party or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconductparties.