Common use of Administration Agent’s Reliance Clause in Contracts

Administration Agent’s Reliance. Neither the Administration Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it under or in connection with this Agreement, except for its own negligence or wilful misconduct as determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Administration Agent: (a) may treat any Lender as the payee of amounts attributable to such Lender’s Commitment hereunder unless and until the Administration Agent receives written notice of the assignment thereof signed by such Lender and the Administration Agent receives the written agreement of the Assignee that such Assignee is bound hereby as it would have been if it had been an original Lender hereunder, in each case in form satisfactory to the Administration Agent; (b) may consult with legal counsel (including legal counsel for the Borrowers), independent accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Administration Agent will provide the Lenders with copies of any reports or other materials it may receive as a result of such consultations; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for the accuracy or completeness of any information or data made available to the Lenders in connection with the negotiation of this Agreement, or of any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the Security Documents or any of the other Credit Facility Documents on the part of the Borrowers or to inspect the property (including the books and records) of the Borrowers; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the Security Documents or any of the other Credit Facility Documents or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile transmission, by telex or by hand) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrowers made or deemed to be made hereunder.

Administration Agent’s Reliance. Neither the Administration Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it under or in connection with this Agreement, except for its own negligence or wilful misconduct as determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Administration Agent: (a) may treat any Lender as the payee of amounts attributable to such Lender’s 's Commitment hereunder unless and until the Administration Agent receives written notice of the assignment thereof signed by such Lender and the Administration Agent receives the written agreement of the Assignee that such Assignee is bound hereby as it would have been if it had been an original Lender hereunder, in each case in form satisfactory to the Administration Agent; (b) may consult with legal counsel (including legal counsel for the Borrowers), independent accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Administration Agent will provide the Lenders with copies of any reports or other materials it may receive as a result of such consultations; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for the accuracy or completeness of any information or data made available to the Lenders in connection with the negotiation of this Agreement, or of any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the Security Documents or any of the other Credit Facility Documents on the part of the Borrowers or to inspect the property (including the books and records) of the Borrowers; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the Security Documents or any of the other Credit Facility Documents or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile transmission, by telex or by hand) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrowers made or deemed to be made hereunder.