Certain Matters Affecting the Registrar and Paying Agent Clause Samples

Certain Matters Affecting the Registrar and Paying Agent. (i) Each of the Registrar or any Paying Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion. (ii) The recitals contained herein and in the Bonds (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Registrar) shall be taken as the statements of EDC, and the Registrar assumes no responsibility for the correctness of the same. Neither the Registrar nor any Paying Agent makes any representation as to the validity or sufficiency of this Agreement or the Bonds. Neither the Registrar nor any Paying Agent shall be accountable for the use or application by EDC of the proceeds of any Bonds authenticated and delivered by or on behalf of the Registrar or any Paying Agent in conformity with the provisions of this Agreement. (iii) The Registrar or any Paying Agent shall be obligated to perform such duties and only such duties as are herein and in the Bonds specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Bonds against the Registrar or any Paying Agent. Neither the Registrar nor any Paying Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to EDC of such a decision not to take action. (iv) Except as otherwise specifically provided herein or in the Bonds, any order, certificate, notice, request, direction or other communication from EDC, made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of EDC. Each Registrar or any Paying Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such Registrar or any Paying Agent, as applicable, and conforming to the requirements of this Agreement. EDC will furnish the Registrar and any Paying Agent with a certificate as to the incumbency and specimen signatures of persons who are authorized officers upon the execution of any Bond. Until the Registrar or any Paying Agent receives a subsequent certi...