Common use of RELIANCE BY COLLATERAL AGENT; ETC Clause in Contracts

RELIANCE BY COLLATERAL AGENT; ETC. The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Actionable Default unless and until the Collateral Agent shall have received a Notice of Actionable Default or with respect to any other matter pertinent to this Agreement or any Security Document unless and except to the extent it has received written notice thereof or has actual knowledge thereof. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a Notice of Actionable Default to inquire whether an Actionable Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any certificate furnished to it by the Demand Noteholders and shall have no obligation, absent written instructions from the Demand Noteholders, to take or omit to take any action with respect to such Notice of Actionable Default. The Collateral Agent may rely upon and shall be protected in acting or refraining from acting upon any notice, instruction, certificate, report, correspondence, direction, instrument, statement, request or other document furnished to it hereunder or pursuant to any Security Document and reasonably believed by it to be genuine and, if applicable, to have been signed or presented by the proper person, and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the Person signing or presenting the same. With respect to any matter arising hereunder or under any of the Security Documents, the Collateral Agent may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith and in accordance with such opinion or advice. Any permissive right or power granted to the Collateral Agent hereunder or under any Security Document shall not be construed to be a duty.

RELIANCE BY COLLATERAL AGENT; ETC. The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Actionable Default unless and until the Collateral Agent shall have received a Notice of Actionable Default or with respect to any other matter pertinent to this Agreement or any Security Document unless and except to the extent it has received written notice thereof or has actual knowledge thereof. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a Notice of Actionable Default to inquire whether an Actionable Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any certificate furnished to it by the Demand Noteholders Holders and shall have no obligation, absent written instructions from the Demand NoteholdersHolders, to take or omit to take any action with respect to such Notice of Actionable Default. The Collateral Agent may rely upon and shall be protected in acting or refraining from acting upon any notice, instruction, certificate, report, correspondence, direction, instrument, statement, request or other document furnished to it hereunder or pursuant to any Security Document and reasonably believed by it to be genuine and, if applicable, to have been signed or presented by the proper person, and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the Person signing or presenting the same. With respect to any matter arising hereunder or under any of the Security Documents, the Collateral Agent may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith and in accordance with such opinion or advice. Any permissive right or power granted to the Collateral Agent hereunder or under any Security Document shall not be construed to be a duty. In no event shall the Collateral Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Collateral Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. The terms of this Agreement are in addition to (and shall not be construed to be exclusive of or to limit) all rights, protections, immunites and indemnities in favor of the Collateral Agent or to which it is entitled under the terms of the Exchange Agreements.

RELIANCE BY COLLATERAL AGENT; ETC. The (a) Whenever in the performance of its duties under this Agreement either Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Person in connection with the taking, suffering or omitting of any action hereunder by such Collateral Agent, such matter may be conclusively deemed to be proved or established by a certificate executed by an officer of such Person, and absent gross negligence or willful misconduct, such Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance thereon. (b) Each Collateral Agent may consult with counsel and shall be fully protected in taking any action hereunder in accordance with any advice of such counsel. Each Collateral Agent shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement, the duties created hereunder, or any of the Lender Collateral from any court of competent jurisdiction. (c) Each Collateral Agent shall be fully protected in relying upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order or other paper or document which it reasonably believes to be genuine and to have been signed or presented by the proper party or parties. In the absence of its gross negligence or willful misconduct, each Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions furnished to such Collateral Agent in connection with this Agreement. (d) Neither Collateral Agent shall be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Actionable Default Trigger Event unless and until the such Collateral Agent shall have received a Notice of Actionable Default or with respect to any other matter pertinent to this Agreement or any Security Document unless and except to the extent it has received written notice thereof or has actual knowledge thereofTrigger Event. The Neither Collateral Agent shall have no any obligation whatsoever either prior to or after receiving such a Notice of Actionable Default Trigger Event to inquire whether an Actionable Default has a Trigger Event has, in fact fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any certificate so furnished to it by the Demand Noteholders and shall have no obligation, absent written instructions from the Demand NoteholdersRequisite Party, to take or omit to take any action with respect to such Notice of Actionable Default. The Collateral Agent may rely upon and shall be protected in acting or refraining from acting upon any notice, instruction, certificate, report, correspondence, direction, instrument, statement, request or other document furnished to it hereunder or pursuant to any Security Document and reasonably believed by it to be genuine and, if applicable, to have been signed or presented by the proper person, and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the Person signing or presenting the same. With respect to any matter arising hereunder or under any of the Security Documents, the Collateral Agent may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith and in accordance with such opinion or advice. Any permissive right or power granted to the Collateral Agent hereunder or under any Security Document shall not be construed to be a dutyTrigger Event.

RELIANCE BY COLLATERAL AGENT; ETC. (a) Whenever in the performance of its duties under this Agreement the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Person in connection with the taking, suffering or omitting of any action hereunder by the Collateral Agent, such matter may be conclusively deemed to be proved or established by a certificate executed by an officer of such Person, and the Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance thereon. (b) The Collateral Agent may consult with counsel and shall be fully protected in taking any action hereunder in accordance with any advice of such counsel. The Collateral Agent shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement, the duties created hereunder, or any of the Collateral from any court of competent jurisdiction. (c) The Collateral Agent shall be fully protected in relying upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order or other paper or document which it in good faith believes to be genuine and to have been signed or presented by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinions furnished to the Collateral Agent in connection with this Agreement. (d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Actionable Default unless and until the Collateral Agent shall have received a Notice of Actionable Default or with respect to any other matter pertinent to this Agreement or any Security Document unless and except to the extent it has received written notice thereof or has actual knowledge thereof. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a Notice of Actionable Default to inquire whether an Actionable Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any certificate furnished to it by the Demand Noteholders and shall have no obligation, absent written instructions from the Demand Noteholders, to take or omit to take any action with respect to such Notice of Actionable Default. The Collateral Agent may rely upon and shall be protected in acting or refraining from acting upon any notice, instruction, certificate, report, correspondence, direction, instrument, statement, request or other document furnished to it hereunder or pursuant to any Security Document and reasonably believed by it to be genuine and, if applicable, to have been signed or presented by the proper person, and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the Person signing or presenting the same. With respect to any matter arising hereunder or under any of the Security Documents, the Collateral Agent may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith and in accordance with such opinion or advice. Any permissive right or power granted to the Collateral Agent hereunder or under any Security Document shall not be construed to be a duty.a

RELIANCE BY COLLATERAL AGENT; ETC. (a) Whenever in the performance of its duties under this Agreement the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Person in connection with the taking, suffering or omitting of any action hereunder by the Collateral Agent, such matter may be conclusively deemed to be proved or established by a certificate executed by an officer of such Person, and the Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance in good faith thereon. (b) The Collateral Agent may consult with counsel and shall be fully protected in taking any action hereunder in good faith in accordance with any advice of such counsel. The Collateral Agent shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement, the duties created hereunder, or any of the Collateral from any court of competent jurisdiction. (c) The Collateral Agent shall be fully protected in relying in good faith upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order or other paper or document which it believes to be genuine and to have been signed or presented by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Agent may conclusively rely in good faith, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinions furnished to the Collateral Agent in connection with this Agreement. (d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default or Actionable Default unless and until a Responsible Officer of the Collateral Agent shall have received a Notice of Actionable Default or with respect to any other matter pertinent to this Agreement or any Security Document unless and except to the extent it has received written notice thereof or has actual knowledge thereofof such Event of Default. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a Notice of Actionable Default to inquire whether an Actionable Default has has, in fact fact, occurred and shall be entitled to rely in good faith conclusively, and shall be fully protected in so relying, on any certificate so furnished to it by the Demand Noteholders and shall have no obligation, absent written instructions from the Demand NoteholdersRequisite Parties or Special Requisite Parties, as the case may be, to take or omit to take any action with respect to such Notice of Actionable Default. The . (e) To the extent the Collateral Agent may rely upon and shall be protected in acting is required (pursuant to Section 4, Section 11, Section 12, Section 13, or refraining from acting upon otherwise) to determine any noticeamount, instructionor take any action to distribute any amount, certificate, report, correspondence, direction, instrument, statement, request of any Secured Obligation or other document furnished to payments hereunder, it hereunder or pursuant to any Security Document and reasonably believed by it to be genuine and, if applicable, to have been signed or presented by the proper person, and shall have no responsibility obligation to do so unless such amount shall have been certified in writing by the Requisite Parties or duty the Special Requisite Parties, as the case may be, as being the amount in question. Each of the other parties hereto agrees to make inquiry certify such amounts upon request of the Collateral Agent. If any dispute or disagreement shall arise as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the Person signing or presenting the same. With respect to any matter arising hereunder or under any of the Security Documents, the Collateral Agent may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect allocation of any action taken, suffered or omitted sum of money received by it in good faith and in accordance with such opinion or advice. Any permissive right or power granted to the Collateral Agent hereunder or under any Security Document Document, the Collateral Agent shall not be construed have the right to be deliver such sum to a dutycourt of competent jurisdiction and therein commence an action for interpleader.

RELIANCE BY COLLATERAL AGENT; ETC. (a) Whenever in the performance of its duties under this Agreement the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Person in connection with the taking, suffering or omitting of any action hereunder by the Collateral Agent, such matter may be conclusively deemed to be proved or established by a certificate executed by an officer of 11 -11- such Person, and absent gross negligence or willful misconduct, the Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance thereon. (b) The Collateral Agent may consult with counsel and shall be fully protected in taking any action hereunder in accordance with any advice of such counsel. The Collateral Agent shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement, the duties created hereunder, or any of the Collateral from any court of competent jurisdiction. (c) The Collateral Agent shall be fully protected in relying upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order or other paper or document which it believes to be genuine and to have been signed or presented by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinions furnished to the Collateral Agent in connection with this Agreement. (d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Actionable Default unless and until the Collateral Agent shall have received a Notice of Actionable Default or with respect to any other matter pertinent to this Agreement or any Security Document unless and except to the extent it has received written notice thereof or has actual knowledge thereof. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a Notice of Actionable Default to inquire whether an Actionable Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any certificate furnished to it by the Demand Noteholders and shall have no obligation, absent written instructions from the Demand Noteholders, to take or omit to take any action with respect to such Notice of Actionable Default. The Collateral Agent may rely upon and shall be protected in acting or refraining from acting upon any notice, instruction, certificate, report, correspondence, direction, instrument, statement, request or other document furnished to it hereunder or pursuant to any Security Document and reasonably believed by it to be genuine and, if applicable, to have been signed or presented by the proper person, and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the Person signing or presenting the same. With respect to any matter arising hereunder or under any of the Security Documents, the Collateral Agent may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith and in accordance with such opinion or advice. Any permissive right or power granted to the Collateral Agent hereunder or under any Security Document shall not be construed to be a duty.a

RELIANCE BY COLLATERAL AGENT; ETC. (a) Whenever in the performance of its duties under this Agreement the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Person in connection with the taking, suffering or omitting of any action hereunder by the Collateral Agent, such matter may be conclusively deemed to be proved or established by a certificate executed by an officer of such Person, and the Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance in good faith thereon. (b) The Collateral Agent may consult with counsel and shall be fully protected in taking any action hereunder in good faith in accordance with any advice of such counsel. The Collateral Agent shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement, the duties created hereunder, or any of the Collateral from any court of competent jurisdiction. (c) The Collateral Agent shall be fully protected in relying in good faith upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order or other paper or document which it believes to be genuine and to have been signed or presented by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Agent may conclusively rely in good faith, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinions furnished to the Collateral Agent in connection with this Agreement. (d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default or Actionable Default unless and until a Responsible Officer of the Collateral Agent shall have received a Notice of Actionable Default or with respect to any other matter pertinent to this Agreement or any Security Document unless and except to the extent it has received written notice thereof or has actual knowledge thereofof such Event of Default. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a Notice of Actionable Default to inquire whether an Actionable Default has has, in fact fact, occurred and shall be entitled to rely in good faith conclusively, and shall be fully protected in so relying, on any certificate so furnished to it by the Demand Noteholders and shall have no obligation, absent written instructions from the Demand NoteholdersRequisite Parties, to take or omit to take any action with respect to such Notice of Actionable Default. The . (e) To the extent the Collateral Agent may rely upon and shall be protected in acting or refraining from acting upon any notice, instruction, certificate, report, correspondence, direction, instrument, statement, request or other document furnished to it hereunder or is required (pursuant to (S)4 or otherwise) to determine any Security Document and reasonably believed by amount of, or take any action to distribute any amount in respect of, any Secured Obligation hereunder, it to be genuine and, if applicable, to have been signed or presented by the proper person, and shall have no responsibility obligation to do so unless such amount shall have been certified in writing by the holder of such Secured Obligations as being the amount in question. Each of the other parties hereto agrees to certify such amounts upon request of the Collateral Agent. If any dispute or duty to make inquiry disagreement shall arise as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the Person signing or presenting the same. With respect to any matter arising hereunder or under any of the Security Documents, the Collateral Agent may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect allocation of any action taken, suffered or omitted sum of money received by it in good faith and in accordance with such opinion or advice. Any permissive right or power granted to the Collateral Agent hereunder or under any Security Document Document, the Collateral Agent shall not be construed have the right to be deliver such sum to a dutycourt of competent jurisdiction and therein commence an action for interpleader. (f) The Collateral Agent shall assume for all purposes hereunder that the Lien of the Indenture remains outstanding unless and until the Collateral Agent receives notice from the Indenture Trustee that the Lien of the Indenture is no longer outstanding.

RELIANCE BY COLLATERAL AGENT; ETC. The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge (a) Whenever in the administration of the occurrence of any Actionable Default unless and until Pledged Assets under this Agreement the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank shall have received deem it necessary or desirable that a Notice of Actionable Default matter be proved or established with respect to any other matter pertinent to this Agreement or all of the Secured Parties in connection with the taking, suffering or omission of any Security Document unless and except to the extent it has received written notice thereof or has actual knowledge thereof. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a Notice of Actionable Default to inquire whether an Actionable Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any certificate furnished to it action hereunder by the Demand Noteholders and shall have no obligationBackup Servicer, absent written instructions from the Demand Noteholders, to take or omit to take any action with respect to such Notice of Actionable Default. The Collateral Agent may rely upon and shall be protected in acting or refraining from acting upon any notice, instruction, certificate, report, correspondence, direction, instrument, statement, request or other document furnished to it hereunder or pursuant to any Security Document and reasonably believed by it to be genuine and, if applicable, to have been signed or presented by the proper person, and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the Person signing or presenting the same. With respect to any matter arising hereunder or under any of the Security DocumentsTrustee, the Collateral Agent or the Collection Account Bank, such matter (unless other evidence in respect thereof is specifically prescribed under this Agreement) may be deemed to be conclusively provided or established by Officer's Certificate of all of the Secured Parties (or, after the occurrence of an Early Amortization Event (other than a Facility Insurer Early Amortization Event), of the Facility Insurer), in each case, delivered to such Person. Without in any way limiting the foregoing, all certificates, notices or directions required to be delivered by any of the Secured Parties to the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank pursuant to the terms hereof shall in all cases be signed by a duly authorized officer of such Person. (b) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may consult counsel satisfactory to it, including in-house with counsel, accountants and the other experts, and any opinion or advice of any such counsel in counsel, any instance such accountant, and any such other expert shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by it in good faith and such Person hereunder in accordance with such opinion or advicetherewith. Any permissive right or power granted to The Backup Servicer, the Trustee, the Collateral Agent hereunder or under the Collection Account Bank shall have the right at any Security Document time to seek instructions concerning the administration of the Pledged Assets from any court of competent jurisdiction. (c) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may rely, and shall not be construed fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reasonable reason to believe to be a dutyother than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its negligence or willful misconduct, the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank 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 such Person and conforming to the requirements of this Agreement or any other Transaction Document.