Common use of Administrative Agent's and Collateral Agent's Reliance, Etc Clause in Contracts

Administrative Agent's and Collateral Agent's Reliance, Etc. Neither the Administrative Agent nor the Collateral Agent nor any of their respective directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, each of the Administrative Agent and the Collateral Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public 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; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (iv) 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 the Loan Documents on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with the Loan Documents or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of the Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent's and Collateral Agent's Reliance, Etc. Neither the Administrative Agent nor the Collateral Agent nor any of their respective directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, each of the Administrative Agent and the Collateral Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public 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; (iii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (iv) 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 the Loan Documents on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with the Loan Documents or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of the Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent's and Collateral Agent's Reliance, Etc. Neither the The Administrative Agent nor Agent, the Collateral Agent nor any of and their respective directors, officers, agents or employees, employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan DocumentsTransaction Documents (including, without limitation, the servicing, administering or collecting of Pool Assets as Servicer pursuant to Section 8.01), except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, each of the Administrative Agent and the Collateral Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iia) may consult with legal counsel (including counsel for the Borrower), independent certified public 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; (iiib) makes no warranty or representation to any Lender Secured Party or any other holder of any interest in Assets Pool and shall not be responsible to any Lender Secured Party or any such other holder for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsany Transaction Document; (ivc) 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 the Loan Documents any Transaction Document on the part of Borrower or the Borrower Servicer or to inspect the property (including the books and records) of Borrower or the BorrowerServicer; (vd) shall not be responsible to any Lender Secured Party or any other holder of any interest in the Assets Pool for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with the Loan Documents or any other instrument or document furnished pursuant heretoTransaction Document; and (vie) shall incur no liability under or in respect of the Loan Documents this Agreement by acting upon any noticenotice (including notice by telephone where permitted herein), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable facsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent's and Collateral Agent's Reliance, Etc. Neither the Administrative Agent nor Agent, the Collateral Agent nor any of their Affiliates or any of the respective directors, officers, agents or employeesemployees of the Administrative Agent, the Collateral Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, each of the Administrative Agent and the Collateral Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 9.2; (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided extent set forth in Section 8.079.2(d); (iic) may consult with legal counsel (including counsel for to the BorrowerBorrower or any other Loan Party), independent public 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; (iiid) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Documents; (ive) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents on or the part financial condition of any Loan Party, or the Borrower existence or to inspect the property (including the books and records) possible existence of the Borrowerany Default or Event of Default; (vf) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with with, this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (vig) shall incur no liability under or in respect of this Agreement or any of the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent's and Collateral Agent's Reliance, Etc. Neither the The Administrative Agent nor Agent, the Collateral Agent nor any of and their respective directors, officers, agents or employees, employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan DocumentsTransaction Documents (including, without limitation, the servicing, administering or collecting of Pool Assets as Servicer pursuant to SECTION 8.01), except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, each of the Administrative Agent and the Collateral Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iia) may consult with legal counsel (including counsel for the Borrower), independent certified public 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; (iiib) makes no warranty or representation to any Lender Secured Party or any other holder of any interest in Assets Pool and shall not be responsible to any Lender Secured Party or any such other holder for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsany Transaction Document; (ivc) 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 the Loan Documents any Transaction Document on the part of Borrower or the Borrower Servicer or to inspect the property (including the books and records) of Borrower or the BorrowerServicer; (vd) shall not be responsible to any Lender Secured Party or any other holder of any interest in the Assets Pool for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with the Loan Documents or any other instrument or document furnished pursuant heretoTransaction Document; and (vie) shall incur no liability under or in respect of the Loan Documents this Agreement by acting upon any noticenotice (including notice by telephone where permitted herein), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable facsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent's and Collateral Agent's Reliance, Etc. Neither the Administrative Agent nor Agent, the Collateral Agent nor any of their Affiliates or any of the respective directors, officers, agents or employeesemployees of the Administrative Agent, the Collateral Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, each of the Administrative Agent and the Collateral Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 9.2; (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided extent set forth in Section 8.079.2(d); (iic) may consult with legal counsel (including counsel for to the BorrowerBorrower or any other Loan Party), independent public 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; (iiid) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Documents; (ive) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents on or the part financial condition of any Loan Party, or the Borrower existence or to inspect the property (including the books and records) possible existence of the Borrowerany Default or Event of Default; (vf) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with with, this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (vig) shall incur no liability under or in respect of this Agreement or any of the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.