Common use of Administrative Agent’s Reliance Clause in Contracts

Administrative Agent’s Reliance. Neither the Administrative Agent nor any of its 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, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Administrative Agent, 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; (b) may consult with legal counsel (including counsel for any 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; (c) 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; (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 any Loan Document on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, any Loan Document, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance. Etc. Neither the Administrative Agent nor any of its 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 misconductmisconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoingimmediately preceding sentence, the Administrative Agent: (a) may treat the payee of any Working Capital Note as the holder thereof until, in the case of the Administrative Agent, until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Working Capital Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any 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; (c) 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; (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 any Loan Document on the part of any Loan Party or to inspect the property or assets (including the books and records) of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, any Loan Document, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance. Neither None of the Administrative Agent nor Agent, its agents or any of its directors, officers, agents or employees shall respective affiliates will be liable for any action taken or omitted to be taken by it or any of them under or in connection with the Loan Documents, except that each will be liable for its or their own gross negligence or willful misconductmisconduct as finally determined by a Government Instrumentality. Without limitation of limiting the generality of the foregoing, the Administrative Agent: 57 (a) may treat the payee of any Note as the holder thereof until, in the case of the Administrative Agent, until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and accepts an Assignment and Acceptance entered into by in a form satisfactory to the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; Administrative Agent; (b) may consult with qualified legal counsel (including counsel for any Loan PartyBorrower's Counsel), independent public accountants and other experts selected by it and shall will 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; ; (c) makes no representation or warranty or representation to any Lender and shall will not be responsible to any Lender for any statementsstatement, warranties representation or representations (whether written or oral) warranty made in or in connection with the Loan Documents; ; (d) shall will not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party Documents or to inspect the property (including Project or the books and records) records or any other property of Borrower, any Loan PEIX Party; , any other Project Party or any Affiliate thereof; (e) shall will not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, any Loan Document, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other document or instrument or document furnished pursuant thereto, or for the failure of any Person to perform its obligations under any Document; and and (f) shall will incur no liability under or in respect of this Agreement or any Loan other Document or otherwise by acting upon any notice, consent, waiver, certificate or other writing or instrument or writing (which may be by telegramincluding facsimiles, telecopy or telextelexes, telegrams and cables) believed by it to be genuine and signed or sent by the proper party Person or partiesPersons.

Administrative Agent’s Reliance. Etc Neither the -------------------------------------------------- Administrative Agent nor any of its 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 Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Administrative Agent, until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender Bank that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 11.11; (b) may consult with legal counsel (including counsel for any Loan Partythe 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; (c) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis 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 any Loan Document this Agreement on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, any Loan Document, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.