Common use of Administrator's Reliance, Etc Clause in Contracts

Administrator's Reliance, Etc. None of the Administrator, any Agent, or 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 Transaction Documents (including, without limitation, the servicing, administering or collecting of Pool Receivables as Servicer pursuant to Section 8.1), except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Administrator and each Agent: (a) may consult with legal counsel (including counsel for Seller), 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; (b) makes no warranty or representation to any Purchaser, any Agent or any other holder of any interest in Pool Receivables and shall not be responsible to any Purchaser, any Agent or any such other holder for any statements, warranties or representations made in or in connection with any Transaction Document; (c) 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 Transaction Document on the part of Seller or Parent or to inspect the property (including the books and records) of Seller, any Originator or Parent; (d) shall not be responsible to any Purchaser, any Agent or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; and (e) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrator's Reliance, Etc. None of the Administrator, any Agent, or any of their respective The Administrator and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them in good faith under or in connection with the Transaction Documents (including, without limitation, the servicing, administering or collecting of Pool Receivables as Servicer pursuant to Section 8.18.01), except for its or their own breach of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Administrator and each AgentAdministrator: (a) may consult with legal counsel (including counsel for SellerTransferor), 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; (b) makes no warranty or representation to any Purchaser, any Agent Transferee or any other holder of any interest in Pool Receivables and shall not be responsible to any Purchaser, any Agent Transferee or any such other holder for any statements, warranties or representations made by any Transaction Party in or in connection with any Transaction Document; (c) 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 Transaction Document on the part of Seller or Parent any Transaction Party or to inspect the property (including the books and records) of Seller, any Originator or ParentTransaction Party; (d) shall not be responsible to any Purchaser, any Agent Transferee or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; and (e) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephonetelephone where permitted herein), consent, certificate or other instrument or writing (which may be by facsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.

Administrator's Reliance, Etc. None of the Administrator, any Agent, or 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 Transaction Documents (including, without limitation, the servicing, administering or collecting of Pool Receivables as Servicer pursuant to Section 8.18.01), except for its or their own bad faith, gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Administrator and each Agent: (a) may consult with legal counsel (including counsel for SellerSeller or Parent), 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; (b) makes no warranty or representation to any Purchaser, any Agent or any other holder of any interest in Pool Receivables and shall not be responsible to any Purchaser, Purchaser or any Agent or any such other holder for any statements, warranties or representations made in or in connection with any Transaction Document; (c) 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 Transaction Document on the part of Seller or Parent or to inspect the property (including the books and records) of Seller, any Originator or Parent; (d) shall not be responsible to any Purchaser, any Agent or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; and (e) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrator's Reliance, Etc. None of the Administrator, any Agent, or any of their respective The Administrator and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with the Transaction Documents (including, without limitation, the servicing, administering or collecting of Pool Receivables as Servicer pursuant to Section 8.18.01), except for its or their own breach of the terms of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Administrator and each AgentAdministrator: (a) may consult with legal counsel (including counsel for Seller), 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; (b) makes no warranty or representation to any Purchaser, any Agent Purchaser or any other holder of any interest in Pool Receivables and shall not be responsible to any Purchaser, any Agent Purchaser or any such other holder for any statements, warranties or representations made by any Seller Party or any Originator in or in connection with any Transaction Document; (c) 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 Transaction Document on the part of any Seller Party or Parent any Originator or to inspect the property (including the books and records) of Seller, any Originator Seller Party or Parentany Originator; (d) shall not be responsible to any Purchaser, any Agent Purchaser or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction DocumentDocument (except by and against the Administrator); and (e) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephonetelephone where permitted herein), consent, certificate or other instrument or writing (which may be by facsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.

Administrator's Reliance, Etc. None of the Administrator, any Agent, or any of their respective The Administrator and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them in good faith under or in connection with the Transaction Documents (including, without limitation, the servicing, administering or collecting of Pool Receivables as Servicer pursuant to Section 8.18.01), except for its or their own breach of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Administrator and each AgentAdministrator: (a) may consult with legal counsel (including counsel for SellerTransferor), 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; (b) makes no warranty or representation to any Purchaser, any Agent Transferee or the Insurer or any other holder of any interest in Pool Receivables and shall not be responsible to any Purchaser, any Agent Transferee or the Insurer or any such other holder for any statements, warranties or representations made by any Transaction Party in or in connection with any Transaction Document; (c) 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 Transaction Document on the part of Seller or Parent any Transaction Party or to inspect the property (including the books and records) of Seller, any Originator or ParentTransaction Party; (d) shall not be responsible to any Purchaser, any Agent Transferee or the Insurer or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; and (e) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephonetelephone where permitted herein), consent, certificate or other instrument or writing (which may be by facsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.

Administrator's Reliance, Etc. None of the Administrator, any Agent, or any of their respective The Administrator and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them in good faith under or in connection with the Transaction Documents (including, without limitation, the servicing, administering or collecting of Pool Receivables as Master Servicer pursuant to Section 8.1), except for its or their own breach of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Administrator and each AgentAdministrator: (a) may consult with legal counsel (including counsel for the Seller), 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; (b) makes no warranty or representation to any Purchaser, any Agent the Purchaser or any other holder of any interest in Pool Receivables and shall not be responsible to any Purchaser, any Agent the Purchaser or any such other holder for any statements, warranties or representations made by any Seller Party in or in connection with any Transaction Document; (c) 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 Transaction Document on the part of any Seller or Parent Party or to inspect the property (including the books and records) of Seller, any Originator or ParentSeller Party; (d) shall not be responsible to any Purchaser, any Agent the Purchaser or any other 39 44 holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; and (e) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephonetelephone where permitted herein), consent, certificate or other instrument or writing (which may be by facsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.

Administrator's Reliance, Etc. None of Neither the Administrator, any Agent, or Administrator nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrator under or in connection with the Transaction Documents (including, without limitation, the servicing, administering or collecting of Pool Receivables as Servicer pursuant to Section 8.1), this Agreement except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Administrator and each AgentAdministrator: (ai) may consult with legal counsel (including counsel for the Seller), 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; (bii) makes no warranty or representation to any Purchaser, any Agent or any other holder of any interest in Pool Receivables Purchaser and shall not be responsible to any Purchaser, any Agent or any such other holder Purchaser for any statements, warranties or representations made in or in connection with any Transaction Documentthis Agreement; (ciii) 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 Transaction Document this Agreement on the part of Seller the Seller, the Servicer, any Sub-Servicer, the Transferor or Parent any Originator or to inspect the property (including the books and records) of the Seller, the Servicer, any Originator Sub-Servicer, the Transferor or Parentany Originator; (div) shall not be responsible to any Purchaser, any Agent or any other holder of any interest in Pool Receivables Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, or any Transaction Documentother instrument or document furnished pursuant hereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties. The Administrator may at any time request instructions from the Purchasers with respect to any actions or approvals which by the terms of this Agreement or of any of the other Transaction Documents the Administrator is permitted or required to take or to grant, and if such instructions are promptly requested, the Administrator shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Transaction Documents until it shall have received such instructions from the Issuer and the Majority LC Participants (or, where expressly required hereunder, from the Required LC Participants or all of the LC Participants). Without limiting the foregoing, neither the Issuer, the LC Bank nor any LC Participant shall have any right of action whatsoever against the Administrator as a result of the Administrator acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Issuer and the Majority LC Participants (or, where expressly required hereunder, the Required LC Participants or all of the LC Participants). The Administrator shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the required Purchasers or the Required LC Participants, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers and the Administrator.