Common use of Managing Agent's Reliance, Etc Clause in Contracts

Managing Agent's Reliance, Etc. No Managing 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 as a Managing Agent under or in connection with this Agreement or the other Transaction Documents in the absence of its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, a Managing Agent: (a) may consult with legal counsel (including counsel for the Administrative Agent, the Seller or the Servicer), 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 Conduit Purchaser or Committed Purchaser (whether written or oral) and shall not be responsible to any Conduit Purchaser or Committed Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other 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 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 Transaction Party; (d) shall not be responsible to any Conduit Purchaser or any Committed Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Documents or any other instrument or document furnished pursuant hereto; and (e) 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 telecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Managing Agent's Reliance, Etc. No Neither any Managing 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 as a Managing Agent under or in connection with this Agreement or any of the other Transaction Documents in the absence of Principal Agreements, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, a the Managing Agent: (ai) may consult with legal counsel (including counsel for the Administrative Agent, the Seller or Transferor and the Servicer), 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 Conduit Purchaser or Committed any Alternate Purchaser (whether written or oral) and shall not be responsible to any Conduit Purchaser or Committed any Alternate Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction DocumentAgreement; (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 this Agreement or any of the other Transaction Document Principal Agreements on the part of any Transaction Party the Transferor or any other Person the Servicer or to inspect the property (including the books and records) of any Transaction Partythe Transferor or the Servicer; (div) shall not be responsible to any Conduit Purchaser or any Committed Alternate Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Documents the Senior Securities or any other instrument or document furnished pursuant heretohereto or thereto; and (ev) shall incur no liability under or in respect of this Agreement or any of the other Transaction Document Principal Agreements by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopiertelex) believed by it to be genuine and signed or sent by the proper party or parties.

Managing Agent's Reliance, Etc. No Managing 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 as a Managing Agent under or in connection with this Agreement or the other Transaction Documents in the absence of its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, a Managing Agent: (a) may consult with legal counsel (including counsel for the Administrative Agent, the Seller or the Servicer), 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 Conduit Purchaser or Committed Purchaser (whether written or oral) and shall not be responsible to any 48 Conduit Purchaser or Committed Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other 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 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 Transaction Party; (d) shall not be responsible to any Conduit Purchaser or any Committed Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Documents or any other instrument or document furnished pursuant hereto; and (e) 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 telecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Managing Agent's Reliance, Etc. No Neither any Managing Agent nor any of its directors, officers, agents or employees shall be liable to any Conduit Purchaser or Committed Purchaser for any action taken or omitted to be taken by it or them as a Managing Agent under or in connection with this Agreement or any of the other Transaction Documents in the absence of Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, a the Managing Agent: (ai) may consult with legal counsel (including counsel for the Administrative Agent, the Seller Transferor or the Servicer), 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 Conduit Purchaser or any Committed Purchaser (whether written or oral) and shall not be responsible to any Conduit Purchaser or any Committed Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction DocumentAgreement; (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 this Agreement or any other of the Transaction Document Documents on the part of any Transaction Party the Originator, the Transferor, the Trustee, the Parent or any other Person the Servicer or to inspect the property (including the books and records) of any Transaction Partythe Originator, the Transferor, the Trustee, the Parent or the Servicer; (div) shall not be responsible to any Conduit Purchaser or any Committed Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Documents the Certificates or any other instrument or document furnished pursuant heretohereto or thereto; and (ev) shall incur no liability to any Conduit Purchaser or Committed Purchaser under or in respect of this Agreement or any other of the Transaction Document Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopiertelex) believed by it to be genuine and signed or sent by the proper party or parties.

Managing Agent's Reliance, Etc. No Neither any Managing 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 as a Managing Agent under or in connection with this Agreement or any of the other Transaction Documents in the absence of Program Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, a each Managing Agent: (ai) may consult with legal counsel (including counsel for the Administrative Agent, the Seller Borrower or the Servicer), Adviser) and 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 Conduit Purchaser Lender, any Secondary Lender or Committed Purchaser (whether written or oral) any other Person and shall not be responsible to any Conduit Purchaser Lender, any Secondary Lender or Committed Purchaser any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any the other Transaction DocumentProgram Documents; (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 this Agreement Agreement, the other Program Documents or any other Transaction Document Loan Documents on the part of any Transaction Party the Borrower, the Adviser, the Custodian or any other Person or to inspect the property (including the books and records) of any Transaction Partythe Borrower or the Adviser; (div) shall not be responsible to any Conduit Purchaser Lender, any Secondary Lender or any Committed Purchaser other Person for the due execution, legality, validity, enforceability, ; genuineness, sufficiency or value of this Agreement, the other Program Documents, any other Transaction Documents Loan Document or any other instrument or document furnished pursuant heretohereto or thereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Transaction Program Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be delivered by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Managing Agent's Reliance, Etc. No Neither any Managing Agent nor any of its directors, officers, agents or employees shall be liable to any Conduit Purchaser or Committed Purchaser for any action taken or omitted to be taken by it or them as a Managing Agent under or in connection with this Agreement or any of the other Transaction Documents in the absence of Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, a the Managing Agent: (ai) may consult with legal counsel (including counsel for the Administrative Agent, the Seller or the Servicer), 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 Conduit Purchaser or any Committed Purchaser (whether written or oral) and shall not be responsible to any Conduit Purchaser or any Committed Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction DocumentAgreement; (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 this Agreement or any other of the Transaction Document Documents on the part of any Transaction Party Seller or any other Person Servicer or to inspect the property (including the books and records) of any Transaction PartySeller or Servicer; (div) shall not be responsible to any Conduit Purchaser or any Committed Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Documents the Certificates or any other instrument or document furnished pursuant heretohereto or thereto; and (ev) shall incur no liability to any Conduit Purchaser or Committed Purchaser under or in respect of this Agreement or any other of the Transaction Document Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopiertelex) believed by it to be genuine and signed or sent by the proper party or parties.