Common use of Funding Agent’s Reliance, Etc Clause in Contracts

Funding Agent’s Reliance, Etc. Neither the Funding Agent nor any of its directors, officers, agents who are natural persons or employees shall be liable for any action taken or omitted to be taken by it or them as Funding Agent under or in connection with this Note Purchase Agreement or any related agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Funding Agent: (i) may consult with legal counsel, 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; (ii) makes no warranty or representation to the Purchasers and shall not be responsible to the Purchasers for any statements, warranties or representations made by any other Person in connection with any Transaction Document; (iii) 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 Person or to inspect the property (including the books and records) of any Person; (iv) shall not be responsible to any Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of any Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Funding Agent’s Reliance, Etc. Neither the a Funding Agent nor any of its directors, officers, agents who are natural persons or employees shall be liable for any action taken or omitted to be taken by it or them as Funding Agent under or in connection with this Note Purchase Agreement or any related agreement or document, except for the other Transaction Documents in the absence of its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the each Funding Agent: : (ia) may consult with legal counselcounsel (including counsel for the Collateral Agent, the Company, the Master Servicer or the Contributor), independent certified public accountants and other experts selected by it them 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; ; (iib) makes no warranty or representation to the Purchasers any Lender (whether written or oral) and shall not be responsible to the Purchasers any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement or any other Transaction Document; ; (iiic) 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 other Transaction Document on the part of any Person Transaction Party or any other Person, or to inspect the property (including the books and records) of any Person; Transaction Party; (ivd) shall not be responsible to any Purchaser Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Document Documents or any other instrument or document furnished pursuant hereto or theretohereto; and and (ve) 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) believed by it in good faith them to be genuine and signed or sent by the proper party or parties.

Funding Agent’s Reliance, Etc. Neither the No Funding Agent nor any of its directors, officers, agents who are natural persons or employees shall be liable for any action taken or omitted to be taken by it or them as a Funding Agent under or in connection with this Note Purchase Agreement or any related agreement or document, except for the other Transaction Documents in the absence of its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the a Funding Agent: (ia) may consult with legal counselcounsel (including counsel for the Administrative Agent, the Borrower or the Collection Agent), 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; (iib) makes no warranty or representation to the Purchasers any Conduit Lender or Committed Lender (whether written or oral) and shall not be responsible to the Purchasers any Conduit Lender or Committed Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement or any other Transaction Document; (iiic) 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 other Transaction Document on the part of any Transaction Party or any other Person or to inspect the property (including the books and records) of any PersonTransaction Party; (ivd) shall not be responsible to any Purchaser Conduit Lender or any Committed Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Document Documents or any other instrument or document furnished pursuant hereto or theretohereto; and (ve) 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 facsimiletelecopier) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Funding Agent’s Reliance, Etc. Neither the a Funding Agent nor any of its directors, officers, agents who are natural persons or employees shall be liable for any action taken or omitted to be taken by it or them as Funding Agent under or in connection with this Note Purchase Agreement or any related agreement or document, except for the other Transaction Documents in the absence of its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the each Funding Agent: : (ia) may consult with legal counselcounsel (including counsel for the Collateral Agent, the Company, the Master Servicer or the Contributor), independent certified public accountants and other experts selected by it them 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; ; (iib) makes no warranty or representation to the Purchasers any Lender (whether written or oral) and shall not be responsible to the Purchasers any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement or any other Transaction Document; ; (iiic) 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 other Transaction Document on the part of any Person Transaction Party or any other Person, or to inspect the property (including the books and records) of any Person; Transaction Party; (ivd) shall not be responsible to any Purchaser Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Document Documents or any other instrument or document furnished pursuant hereto or theretohereto; and and (ve) 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 facsimileelectronic mail) believed by it in good faith them to be genuine and signed or sent by the proper party or parties.

Funding Agent’s Reliance, Etc. Neither the any Funding Agent nor any of its directors, officers, agents who are natural persons or employees shall be liable to any Person for any action taken or omitted to be taken by it or them as Funding Agent under or in connection with this Note Purchase Agreement or any related agreement or documentof the other Principal Agreements, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Funding Agent: (i) may consult with legal counsel, 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; (ii) makes no warranty or representation to the Purchasers any Conduit Purchaser or any Committed Purchaser and shall not be responsible to the Purchasers any Conduit Purchaser or any Committed Purchaser for any statements, warranties or representations made by any other Person in or in connection with any Transaction Documentthis Agreement; (iii) 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 Transaction Document of the other Principal Agreements on the part of any Person the Seller or the Servicer or to inspect the property (including the books and records) of any Personthe Seller or the Servicer; (iv) shall not be responsible to any Conduit Purchaser or any Committed Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document this Agreement, the Net Investment or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any Transaction Document of the other Principal Agreements by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimiletelex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Funding Agent’s Reliance, Etc. Neither the No Funding Agent nor any of its directors, officers, agents who are natural persons or employees shall be liable for any action taken or omitted to be taken by it or them as a Funding Agent under or in connection with this Note Purchase Agreement or any related agreement or document, except for the other Transaction Documents in the absence of its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the a Funding Agent: (ia) may consult with legal counselcounsel (including counsel for the Administrative Agent, the Borrower, any Servicer 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; (iib) makes no warranty or representation to the Purchasers any Conduit Lender or Committed Lender (whether written or oral) and shall not be responsible to the Purchasers any Conduit Lender or Committed Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement or any other Transaction Document; (iiic) 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 other Transaction Document on the part of any Transaction Party or any other Person or to inspect the property (including the books and records) of any PersonTransaction Party; (ivd) shall not be responsible to any Purchaser Conduit Lender or any Committed Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Document Documents or any other instrument or document furnished pursuant hereto or theretohereto; and (ve) 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) believed by it in good faith to be genuine and signed or sent by the proper party or parties.