Common use of Reliance; Agents; Advice of Counsel Clause in Contracts

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent shall not incur any liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent may accept a copy of a resolution of the board or other governing body of any party to this Agreement or any Loan Document, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, the Collateral Agent shall be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent for any action taken or omitted to be taken by them in good faith in reliance thereon. The Collateral Agent shall assume, and shall be fully protected in assuming, that each other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreement, and shall not inquire into the authorization of such party with respect thereto.

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent Loan Trustee shall not incur any liability to anyone as a result of in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Collateral Agent Loan Trustee may accept a copy of a resolution of the board or other governing body Board of Directors of any party to this Agreement or any Loan Documentthe Participation Agreement, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreementherein, the Collateral Agent shall be entitled to receive and Loan Trustee may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, rely on a certificate, signed by an a duly authorized officer of any duly authorized Personthe Company, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent Loan Trustee for any action taken or omitted to be taken by them it in good faith in reliance thereon. The Collateral Agent shall assumeIn the administration of the trusts hereunder, the Loan Trustee may, with the consent of the Company (such consent not to be unreasonably withheld), (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or registrars) or attorneys, and shall be fully protected in assuming(b) at the expense of the Collateral, that each consult with counsel, accountants and other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted skilled Persons to be taken selected and retained by it. The Loan Trustee shall not be liable for anything done, suffered or omitted in good faith by it pursuant to in accordance with the provisions advice or opinion of this Agreementany such counsel, accountants or other skilled Persons acting within such counsel's, accountants' or Person's area of competence (so long as the Loan Trustee shall have exercised reasonable care and shall not inquire into the authorization of judgment in selecting such party with respect theretoPersons).

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent Security Trustee shall not incur any liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent Security Trustee may accept a copy of a resolution of the board or other governing body of any party to this Agreement or any Loan Documentthe Indenture, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, the Collateral Agent Security Trustee shall be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent Security Trustee for any action taken or omitted to be taken by them in good faith in reliance thereon. The Collateral Agent Security Trustee shall assume, and shall be fully protected in assuming, that each other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreement, and shall not inquire into the authorization of such party with respect thereto.

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent No Security Trustee shall not incur any liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent Security Trustees may accept a copy of a resolution of the board or other governing body of any party to this Agreement or any Loan Transaction Document, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, the Collateral Agent Security Trustees shall be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent Security Trustees for any action taken or omitted to be taken by them in good faith in reliance thereon. The Collateral Agent Each Security Trustee shall assume, and shall be fully protected in assuming, that each other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreement, and shall not inquire into the authorization of such party with respect thereto.

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent Security Trustee shall not incur any no liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent Security Trustee may accept a copy of a resolution of the board or other governing body of any party to this Agreement or any Loan Related Document, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, the Collateral Agent Security Trustee shall be entitled to receive and may for all purposes hereof conclusively relyrely on, and shall be fully protected in acting or refraining from actingacting upon, on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent Security Trustee for any action taken or omitted to be taken by them it in good faith in reliance thereon. The Collateral Agent Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Related Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that each other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreement, and shall not inquire into the authorization of such party with respect thereto.

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent Loan Trustee shall not incur any liability to anyone as a result of in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Collateral Agent Loan Trustee may accept a copy of a resolution of the board or other governing body Board of Directors of any party to this Agreement or any Loan Documentthe Participation Agreement, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreementherein, the Collateral Agent shall be entitled to receive and Loan Trustee may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, rely on a certificate, signed by an a duly authorized officer of any duly authorized PersonCompany, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent Loan Trustee for any action taken or omitted to be taken by them it in good faith in reliance thereon. The Collateral Agent shall assumeIn the administration of the trusts hereunder, Loan Trustee may, (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or registrars) or attorneys, and shall be fully protected in assuming(b) at the expense of the Collateral, that each consult with counsel, accountants and other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted skilled Persons to be taken selected and retained by it. Loan Trustee shall not be liable for anything done, suffered or omitted in good faith by it pursuant to in accordance with the provisions advice or opinion of this Agreementany such counsel, accountants or other skilled Persons acting within such counsel's, accountants' or Person's area of competence (so long as Loan Trustee shall have exercised reasonable care and shall not inquire into the authorization of judgment in selecting such party with respect theretoPersons).

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent Security Trustee shall not incur any no liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent Security Trustee may accept a copy of a resolution of the board or other governing body of any party to this Agreement or any Loan Related Document, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, the Collateral Agent Security Trustee shall be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent Security Trustee for any action taken or omitted to be taken by them it in good faith in reliance thereon. The Collateral Agent Security Trustee shall assume, and shall be fully protected in assuming, that each other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreement, and shall not inquire into the authorization of such party with respect thereto.

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent Security Trustee shall not incur any no liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent Security Trustee may accept a copy of a resolution of the board or other governing body of any party to this Agreement or any Loan other Transaction Document, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, the Collateral Agent Security Trustee shall be entitled to receive and may for all purposes hereof conclusively relyrely on, and shall be fully protected in acting or refraining from acting, on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent Security Trustee for any action taken or omitted to be taken by them it in good faith in reliance thereon. The Collateral Agent Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Transaction Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that each other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreement, and shall not inquire into the authorization of such party with respect thereto.

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent Security Trustee shall not incur any no liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent Security Trustee may accept a copy of a resolution of the board or other governing body Board of any party to this Agreement or any Loan Related Document, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body Board and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreementherein, the Collateral Agent Security Trustee shall be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent Security Trustee for any action taken or omitted to be taken by them it in good faith in reliance thereon. The Collateral Agent Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Related Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that each other party to this Agreement hereto is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreementhereof, and shall not inquire into the authorization of such party with respect thereto.

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent shall not incur any no liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent may accept a copy of a resolution of the board or other governing body of any party to this Agreement or any Loan other Transaction Document, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, the Collateral Agent shall be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent for any action taken taken, suffered or omitted to be taken by them it in good faith in reliance thereon. The Collateral Agent shall furnish to the Servicer upon request such information and copies of such documents as the Collateral Agent may have and as are necessary for the Servicer to perform its duties under the applicable Transaction Documents. The Collateral Agent shall assume, and shall be fully protected in assuming, that each other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreement, and shall not inquire into the authorization of such party with respect thereto.

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent Security Trustee shall not incur any no liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent Security Trustee may accept a copy of a resolution of the board or other governing body of any party to this Agreement or any Loan Related Document, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, the Collateral Agent Security Trustee shall be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent Security Trustee for any action taken or omitted to be taken by them it in good faith in reliance thereon. The Collateral Agent Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Related Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that each other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreement, and shall not inquire into the authorization of such party with respect thereto.

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent Loan Trustee shall not incur any liability to anyone as a result of in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Collateral Agent Loan Trustee may accept a copy of a resolution of the board or other governing body Board of Directors of any party to this Agreement or any Loan Documentthe Participation Agreement, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreementherein, the Collateral Agent shall be entitled to receive and Loan Trustee may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, rely on a certificate, signed by an a duly authorized officer of any duly authorized Personthe Company, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent Loan Trustee for any action taken or omitted to be taken by them it in good faith in reliance thereon. The Collateral Agent In the administration of the trusts hereunder, the Loan Trustee may, with the consent of the Company (such consent not to be unreasonably withheld), provided that no such consent shall assumebe required if an Event of Default shall have occurred and be continuing, (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or registrars) or attorneys, and shall be fully protected in assuming(b) at the expense of the Collateral, that each consult with counsel, accountants and other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted skilled Persons to be taken selected and retained by it. The Loan Trustee shall not be liable for anything done, suffered or omitted in good faith by it pursuant to in accordance with the provisions advice or opinion of this Agreementany such counsel, accountants or other skilled Persons acting within such counsel's, accountants' or Person's area of competence (so long as the Loan Trustee shall have exercised reasonable care and shall not inquire into the authorization of judgment in selecting such party with respect theretoPersons).

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent shall not incur any no liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent may accept a copy of a resolution of the board or other governing body of any party to this Agreement or any Loan other Transaction Document, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, the Collateral Agent shall be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent for any action taken or omitted to be taken by them it in good faith in reliance thereon. The Collateral Agent shall furnish to each Service Provider upon request such information and copies of such documents as the Collateral Agent may have and as are necessary for such Service Provider to perform its duties under the applicable Transaction Documents. The Collateral Agent shall assume, and shall be fully protected in assuming, that each other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreement, and shall not inquire into the authorization of such party with respect thereto.

Reliance; Agents; Advice of Counsel. (a) The Collateral Agent Security Trustee shall not incur any no liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent Security Trustee may accept a copy of a resolution of the board or other governing body of any party to this Agreement or any Loan Related Document, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, the Collateral Agent Security Trustee shall be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Agent Security Trustee for any action taken or omitted to be taken by them it in good faith in reliance thereon. The Collateral Agent Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Related Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that each other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreement, and shall not inquire into the authorization of such party with respect thereto.