Common use of Facility Agents' Reliance, Etc Clause in Contracts

Facility Agents' Reliance, Etc. None of the Facility Agents 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 as finally determined by a court of competent jurisdiction. Without limitation of the generality of the foregoing, each Facility Agent: (i) may treat the payee of any Note as the holder thereof until the Paying 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 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; (iii) 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 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 any Loan Document on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant hereto; and (vi) 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, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Facility Agents' Reliance, Etc. None of Neither the Facility Agents Agent 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 Facility Agent under or in connection with this Agreement or any of the Loan other Transaction Documents, except for its or their own gross negligence or willful misconduct as finally misconduct. The Facility Agent shall not be liable to the Borrower, any Lender, any other Secured Party or any other Person with respect to any determination made by it in good faith unless it shall be determined that the Facility Agent was grossly negligent in ascertaining the pertinent facts. Each Secured Party hereby waives any and all claims against the Facility Agent or any of its Affiliates for any action taken or omitted to be taken by a court the Facility Agent or any of competent jurisdictionits Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, each the Facility Agent: (i) may treat the payee of any Note as the holder thereof until the Paying 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 any Loan Partythe Borrower), independent public accountants and other experts selected by it, 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; (iiiii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with the Loan Documentsthis Agreement or any other Transaction Document; (iviii) 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 or any Loan Document of the other Transaction Documents on the part of any Loan Party the Borrower, the Equityholder, the Transferor or the Servicer or to inspect the property (including the books and records) of any Loan Partythe Borrower, the Equityholder, the Transferor or the Servicer; (viv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Loan Document of the other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (viv) shall incur no liability under or in respect of this Agreement or any Loan Document of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telegram, telecopy, cable or telexemail) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; (vii) shall be entitled to reasonably rely upon, and shall not incur any liability for reasonably relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person and the Facility Agent also may reasonably rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for reasonably relying thereon; and (viii) shall not have any duty to inquire into the satisfaction of any conditions precedent set forth in this Agreement, other than to confirm receipt of items expressly required to be delivered to the Facility Agent. In determining compliance with any condition to the making of an Advance, the Facility Agent may presume that such condition is satisfactory to such Lender unless the Facility Agent receives notice to the contrary from such Lender prior to the making of such loan.

Facility Agents' Reliance, Etc. None of Neither the Facility Agents nor any of their its Affiliates or any of the respective directors, officers, agents or employees of the Facility Agents 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 as finally determined by a court of competent jurisdictionmisconduct. Without limitation of the generality of limiting the foregoing, each the Facility AgentAgents: (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2; (b) may rely on the holder thereof until Register to the Paying 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 8.0711.1(c); (iic) may consult with legal counsel (including counsel for to the Borrowers or any other Loan Party), independent public accountants the Authorized Accountants and other experts selected by it, 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 Authorized 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 made by or on behalf of any Group Member 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 Document on Documents or the part financial condition of any Loan Party Group Member, or to inspect the property (including the books and records) existence or possible existence of any Loan PartyDefault 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 this Agreement or any of the other Loan Document 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 Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy, cable ) or telex) any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Facility Agents' Reliance, Etc. None of the Neither Facility Agents Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender, any Participant or the Loan Administrator for any action taken or omitted to be taken by it or them by such directors, officers, agents or employees under or in connection with the this Agreement, any Note or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct as actually and finally determined by a final, non- appealable judgment of a court of competent jurisdictionjurisdiction and only to the extent of direct (as opposed to special, indirect, consequential or punitive) damages. Without limitation of the generality of the foregoing, each Facility Agent: (i) may treat the payee of any Note as the holder thereof until the Paying 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 any Loan Party)counsel, independent public accountants and other experts selected by it, it and shall not be liable to any Lender, any Participant or the Loan Administrator 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 Lender, any Participant or the Loan Administrator and shall not be responsible to any Lender Lender, any Participant or the Loan Administrator for any statements, warranties or representations (whether oral or written) made in or in connection with the this Agreement, any Note or any other Loan DocumentsDocument; (ivc) shall not have any duty duty, and shall incur no liability for its failure, to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any Note or any other Loan Document on the part of any Loan Party the Obligors or to inspect the property (including the books and records) of any Loan Partythe Obligors; (vd) shall not be responsible to any Lender Lender, any Participant or the Loan Administrator for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Note or any other Loan Document Document, or any other instrument or document furnished pursuant heretothereto; and (vie) shall incur no liability under or in respect of to this Agreement, any Note or any other Loan Document by acting upon any note, notice, consent, certificate certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other instrument or writing (which may be by telegram, telecopyfacsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (f) may deem and treat each Lender as the holder of its portion of the Loan for all purposes hereof until the Agent receives and accepts an Assignment and Acceptance Agreement entered into by such Lender, as assignor, and an assignee as provided in Section 9.2 hereof.

Facility Agents' Reliance, Etc. None of the Neither Facility Agents Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender, the Supplemental Guarantor, the Loan Administrator or the Board for any action taken or omitted to be taken by it or them by such directors, officers, agents or employees under or in connection with the this Agreement, any Note or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction and only to the extent of direct (as opposed to special, indirect, consequential or punitive) damages. Without limitation of the generality of the foregoing, each Facility Agent: (i) may treat the payee of any Note as the holder thereof until the Paying 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 any Loan Party)counsel, independent public accountants and other experts selected by it, it and shall not be liable to any Lender, the Supplemental Guarantor, the Loan Administrator or the Board 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 Lender, the Supplemental Guarantor, the Loan Administrator or, except as expressly provided in the Board Guarantee, the Board and shall not be responsible to any Lender Lender, the Supplemental Guarantor, the Loan Administrator or, except as expressly provided in the Board Guarantee, the Board for any statements, warranties or representations (whether oral or written) made in or in connection with the this Agreement, any Note or any other Loan DocumentsDocument; (ivc) shall not have any duty duty, and shall incur no liability for its failure, to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any Note or any other Loan Document on the part of any Loan Party the Obligors or to inspect the property (including the books and records) of the Obligors or any Loan Partyof their Restricted Subsidiaries; (vd) shall not be responsible to any Lender Lender, the Supplemental Guarantor, the Loan Administrator or the Board for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Note or any other Loan Document Document, or any other instrument or document furnished pursuant heretothereto; and (vie) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any note, notice, consent, certificate certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other instrument or writing (which may be by telegram, telecopyfacsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (f) may deem and treat each Lender which makes a loan hereunder as the holder of the indebtedness resulting therefrom for all purposes hereof until the Agent receives and accepts an Assignment and Acceptance Agreement entered into by such Lender, as assignor, and an eligible assignee as provided in Section 10.2 hereof.

Facility Agents' Reliance, Etc. None of the Neither Facility Agents Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender, any Participant, the Loan Administrator or the Board for any action taken or omitted to be taken by it or them by such directors, officers, agents or employees under or in connection with the this Agreement, any Note or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction and only to the extent of direct (as opposed to special, indirect, consequential or punitive) damages. Without limitation of the generality of the foregoing, each Facility Agent: (i) may treat the payee of any Note as the holder thereof until the Paying 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 any Loan Party)counsel, independent public accountants and other experts selected by it, it and shall not be liable to any Lender, any Participant, the Loan Administrator or the Board 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 Lender, any Participant, the Loan Administrator or, except as expressly provided in the Board Guarantee, the Board and shall not be responsible to any Lender Lender, any Participant, the Loan Administrator or, except as expressly provided in the Board Guarantee, the Board for any statements, warranties or representations (whether oral or written) made in or in connection with the this Agreement, any Note or any other Loan DocumentsDocument; (ivc) shall not have any duty duty, and shall incur no liability for its failure, to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any Note or any other Loan Document on the part of any Loan Party the Parent or the Borrower or to inspect the property (including the books and records) of the Parent, the Borrower or any Loan Partyof their respective Subsidiaries; (vd) shall not be responsible to any Lender Lender, any Participant, the Loan Administrator or the Board for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Note or any other Loan Document Document, or any other instrument or document furnished pursuant heretothereto; and (vie) shall incur no liability under or in respect of to this Agreement, any Note or any other Loan Document by acting upon any note, notice, consent, certificate certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other instrument or writing (which may be by telegram, telecopyfacsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (f) may deem and treat each Lender which makes a loan hereunder as the holder of the indebtedness resulting therefrom for all purposes hereof until the Agent receives and accepts an Assignment and Acceptance Agreement entered into by such Lender, as assignor, and an eligible assignee as provided in Section 10.2 hereof.

Facility Agents' Reliance, Etc. None of the Neither Facility Agents Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender, any Supplemental Guarantor, the Loan Administrator or the Board for any action taken or omitted to be taken by it or them by such directors, officers, agents or employees under or in connection with the this Agreement, any Note or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction and only to the extent of direct (as opposed to special, indirect, consequential or punitive) damages. Without limitation of the generality of the foregoing, each Facility Agent: (i) may treat the payee of any Note as the holder thereof until the Paying 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 any Loan Party)counsel, independent public accountants and other experts selected by it, it and shall not be liable to any Lender, any Supplemental Guarantor, the Loan Administrator or the Board 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 Lender, any Supplemental Guarantor, the Loan Administrator or, except as expressly provided in the Board Guarantee, the Board and shall not be responsible to any Lender Lender, any Supplemental Guarantor, the Loan Administrator or, except as expressly provided in the Board Guarantee, the Board for any statements, warranties or representations (whether oral or written) made in or in connection with the this Agreement, any Note or any other Loan DocumentsDocument; (ivc) shall not have any duty duty, and shall incur no liability for its failure, to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any Note or any other Loan Document on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of the Borrower or any Loan Partyof its Subsidiaries; (vd) shall not be responsible to any Lender Lender, any Supplemental Guarantor, the Loan Administrator or the Board for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Note or any other Loan Document Document, or any other instrument or document furnished pursuant heretothereto; and (vie) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any note, notice, consent, certificate certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other instrument or writing (which may be by telegram, telecopyfacsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (f) may deem and treat each Lender which makes a loan hereunder as the holder of the indebtedness resulting therefrom for all purposes hereof until the Agent receives and accepts an Assignment and Acceptance Agreement entered into by such Lender, as assignor, and an eligible assignee as provided in SECTION 10.2 hereof.

Facility Agents' Reliance, Etc. None of Neither the Facility Agents Agent 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 Facility Agent under or in connection with the Loan Documentsthis Agreement or any related agreement or document, except for its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. Without limitation of the generality of limiting the foregoing, each the Facility Agent: (i) may treat the payee of any Note as the holder thereof until the Paying 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 any Loan Party)counsel, independent public accountants and other experts selected by it, 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 the Lender, the Alternate Lender, any Lender Liquidity Facility Provider or any Credit Support Provider and shall not be responsible to the Lender, the Alternate Lender, any Lender Liquidity Facility Provider or any Credit Support Provider for any statements, warranties or representations made in by the Borrower, any Seller, any Servicer, any Guarantor, NELnet or the Valuation Agent in connection with the Loan Documentsthis Agreement or any other 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 this Agreement or any Loan other Transaction Document on the part of the Borrower, any Loan Party Servicer, any Seller, any Guarantor, NELnet or the Valuation Agent or to inspect the property (including the books and records) of the Borrower, any Loan PartyServicer, any Seller, any Guarantor, NELnet or the Valuation Agent; (vd) shall not be responsible to the Lender, the Alternate Lender, any Lender Liquidity Facility Provider or any Credit Support Provider, as the case may be, for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document this Agreement or any other instrument or document furnished pursuant hereto; and (vie) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telegram, telecopy, cable or telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.