Common use of Agent’s Reliance Clause in Contracts

Agent’s Reliance. Etc. Neither the Agent nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or then under or in connection with any Loan Document, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent has received written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent (together with the processing fee described in Section 9.11); (b) 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; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with any Loan Document; (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 or to inspect the property (including the books and records) of the Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or collateral covered thereby 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, cable, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. Etc. Neither the Administrative Agent nor any of its Affiliates, respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or then them under or in connection with any Loan Documentthe Credit Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent has received written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent (together with the processing fee described in Section 9.11); (b) may consult with legal counsel (including counsel for the Borrowerany 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; , (cb) 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 any Loan Document; the Credit Documents, (dc) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of any Credit Document on the part of any Loan Document Party or the existence at any time of any Default under the Credit Documents or to inspect the property (including the books and records) of the Borrower; any Loan Party, (ed) 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 Loan lien or security interest created or purported to be created under or in connection with, any Credit Document or collateral covered thereby or any other instrument or document furnished pursuant thereto; and , (fe) shall incur no liability under or in respect of any Loan Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, telecopy or telexelectronic communication) believed by it to be genuine and signed or sent by the proper party or partiesparties and (f) shall have no obligation to independently confirm or verify whether any condition precedent in Section 5 has been satisfied.

Agent’s Reliance. Etc. Neither the any Agent nor any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or then them under or in connection with any Loan Documentthe Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (a) may treat the payee of any Note as the holder thereof until the Agent has received written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent (together with the processing fee described in Section 9.11); (b) 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; , (cb) 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 any Loan Document; the Credit Documents, (dc) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of any Loan Credit Document on the part of the Borrower or the existence at any time of any Default under the Credit Documents or to inspect the property (including the books and records) of the Borrower; , (ed) 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 Loan lien or security interest created or purported to be created under or in connection with, any Credit Document or collateral covered thereby or any other instrument or document furnished pursuant thereto; and , (fe) shall incur no liability under or in respect of any Loan Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, telecopy or telexelectronic communication) believed by it to be genuine and signed or sent by the proper party or partiesparties and (f) shall have no obligation to independently confirm or verify whether any condition precedent in Article 5 has been satisfied.

Agent’s Reliance. Etc. Neither None of the Agent nor Agents, their agents or any of its Affiliates, directors, officers, agents or employees shall their respective Affiliates will be liable for any action taken or omitted to be taken by it or then any of them under or in connection with any Loan Documentthe 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 Agent: Agents: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent has received receives written notice of the assignment or transfer thereof signed by such payee and in a form satisfactory to the Agent (together with the processing fee described in Section 9.11); Administrative Agent; (b) may consult with qualified legal counsel (including counsel for the Borrower’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 make 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 warranty made in or in connection with any Loan Document; the 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 the Documents or to inspect the property (including Project or the books and records) records or any other property of the Borrower; any Panda Party, any 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 collateral covered thereby 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, cabletelexes, telecopy or telextelegrams and cables) believed by it to be genuine and signed or sent by the proper party Person or partiesPersons.

Agent’s Reliance. Etc. Neither the Agent nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or then them under or in connection with any Loan Documentthe Financing Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent has received written notice receives and accepts an Assignment and Assumption Agreement entered into by the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and in form satisfactory to the Agent (together with the processing fee described in Section 9.11)an Eligible Assignee; (b) 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; (c) makes make no warranty or representation to any Lender the Lenders and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with any Loan Documentthis 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 the Borrower or to inspect the property (including the books and records) of the Borrower; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or collateral covered thereby 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 telegramfacsimile, cable, telecopy electronic mail or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. Etc. Etc --------------------------- Neither the Agent nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or then them under or in connection with any Loan Documentthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent has received written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent (together with the processing fee described in Section 9.11); (b) may consult with legal counsel (including counsel for the any 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; (cb) 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 any Loan Documentthis Agreement; (dc) 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 on the part of the Guarantor or any Loan Document Borrower or to inspect the property (including the books and records) of the BorrowerGuarantor or the Borrowers; (ed) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or collateral covered thereby this Agreement or any other instrument or document furnished pursuant theretohereto; and (fe) 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 telegramtelefax, cable, telecopy or telexe-mail) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. Etc. Neither the Agent Agents nor any of its Affiliates, their directors, ---------------- officers, agents or employees shall be liable for any action taken or omitted to be taken by it or then them under or in connection with any Loan Documentthis Agreement and the Notes, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the AgentAgents: (ai) may treat the payee of any Note of the Notes as the holder thereof until the Documentation Agent has received receives written notice of the assignment or transfer thereof thereof, signed by such payee and in form satisfactory to the Agent (together with the processing fee described in Section 9.11)Documentation Agent; (bii) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with any Loan Documentthis Agreement and the Notes; (div) 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 and the Notes or to inspect the any property (including the books and records) of the BorrowerCompanies; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or collateral covered thereby this Agreement and the Notes or any other instrument or document furnished pursuant thereto; and (fvi) shall incur no liability under or in respect of any Loan Document to this Agreement and the Notes by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, telegram, cable, telecopy cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. Etc. Neither the Agent Agents nor any of its Affiliates, their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or then them under or in connection with any Loan Documentthis Agreement and the Notes, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the AgentAgents: (ai) may treat the payee of any Note of the Notes as the holder thereof until the Administrative Agent has received receives written notice of the assignment or transfer thereof thereof, signed by such payee and in form satisfactory to the Agent (together with the processing fee described in Section 9.11)Administrative Agent; (bii) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with any Loan Documentthis Agreement and the Notes; (div) 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 and the Notes or to inspect the any property (including the books and records) of the BorrowerCompanies; (ev) shall not be responsible to any Lender for the due execution, - 33 - legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or collateral covered thereby this Agreement and the Notes or any other instrument or document furnished pursuant thereto; and (fvi) shall incur no liability under or in respect of any Loan Document to this Agreement and the Notes by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, telegram, cable, telecopy cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.