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

Note Agent's Reliance, Etc. Neither the Note 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 Note Agent under or in connection with this Agreement or any related agreement, instrument or document except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Note Agent: (i) may consult with legal counsel (including counsel for the Depositor, the Servicer, the Issuer, the Owner Trustee or the Indenture Trustee), 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 any Owner and shall not be responsible to any Owner for any statements, warranties or representations made in or in connection with this Agreement or in connection with any related agreement, instrument or 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 this Agreement or any related agreement, instrument or document on the part of the Depositor, the Servicer, the Issuer, the Owner Trustee or the Indenture Trustee or to inspect the property (including the books and records) of the Depositor, the Servicer, the Issuer, the Owner Trustee or the Indenture Trustee; (iv) shall not be responsible to any Owner for the due execution, legality, validity, enforceability, genuineness or sufficiency of value of this Agreement or any related agreement, instrument or document; (v) shall not be deemed to be acting as any Owner's trustee or otherwise in a fiduciary capacity hereunder or in connection with any related agreement, instrument or document; and (vi) shall incur no liability under or in respect of this Agreement or any related agreement, instrument or document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex or facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Note Agent's Reliance, Etc. Neither the any Note Agent nor any of its directors, officers, agents or employees shall be liable to any CP Conduit or Committed Purchaser for any action taken or omitted to be taken by it or them as a Note Agent under or in connection with this Agreement Agreement, the Indenture, the Transfer and Servicing Agreements or any related agreementother Related Document, instrument or document except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the each Note Agent: (i) may consult with legal counsel (including counsel for the DepositorTransferor, the Servicer, the Issuer, the Owner Trustee Issuer or the Indenture TrusteeServicer), 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 any Owner CP Conduit or any Committed Purchaser and shall not be responsible to any Owner CP Conduit or any Committed Purchaser for any statements, warranties or representations made in or in connection with this Agreement or in connection with any related agreement, instrument or documentAgreement; (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, the Indenture, any Transfer and Servicing Agreement or any related agreement, instrument or document other Related Document on the part of the DepositorTransferor, the Servicer, the Issuer, the Owner Trustee Issuer or the Indenture Trustee Servicer or to inspect the property (including the books and records) of the DepositorTransferor, the Servicer, the Issuer, the Owner Trustee Issuer or the Indenture TrusteeServicer; (iv) shall not be responsible to any Owner CP Conduit or any Committed Purchaser for the due execution, legality, validity, enforceability, genuineness genuineness, sufficiency or sufficiency of value of this Agreement, the Indenture, any Transfer and Servicing Agreement or any related agreement, other Related Document or any other instrument or document; (v) shall not be deemed to be acting as any Owner's trustee document furnished pursuant hereto or otherwise in a fiduciary capacity hereunder or in connection with any related agreement, instrument or documentthereto; and (viv) shall incur no liability to any CP Conduit or Committed Purchaser under or in respect of this Agreement, the Indenture, any Transfer and Servicing Agreement or any related agreement, instrument or document other Related Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. Each Note Agent shall be fully justified in failing or refusing to take any action under any of the Related Documents unless it shall first receive such advice or concurrence of the Required Equipment Loan Note Owners, the Required Equipment Loan Note Purchasers, the Required Receivables Note Owners and the Required Receivables Note Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by (A) in the case of the Administrative Agent, the Committed Purchasers or (B) in the case of an Agent, the Committed Purchasers in its Purchaser Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Related Documents in accordance with a request of (i) the Required Equipment Loan Note Owners, (ii) the Required Equipment Loan Note Purchasers, (iii) the Required Receivables Note Owners and (iv) the Required Receivables Note Purchasers (or their Agents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Equipment Loan Note Purchasers and Receivables Note Purchasers. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Related Documents in accordance with a request of (i) the Required Equipment Loan Owners, (ii) the Required Receivables Owners, (iii) the Required Equipment Loan Purchasers and (iv) the Required Receivables Purchasers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Equipment Loan Note Purchasers or Receivables Note Purchasers in such Purchaser Group.

Note Agent's Reliance, Etc. Neither the any Note Agent nor any of its directors, officers, agents or employees shall be liable to any CP Conduit or Committed Purchaser for any action taken or omitted to be taken by it or them as a Note Agent under or in connection with this Agreement Agreement, the Indenture, the Transfer and Servicing Agreements or any related agreementother Related Document, instrument or document except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the each Note Agent: (i) may consult with legal counsel (including counsel for the DepositorTransferor, the Servicer, the Issuer, the Owner Trustee Issuer or the Indenture TrusteeServicer), 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 any Owner CP Conduit or any Committed Purchaser and shall not be responsible to any Owner CP Conduit or any Committed Purchaser for any statements, warranties or representations made in or in connection with this Agreement or in connection with any related agreement, instrument or documentAgreement; (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, the Indenture, any Transfer and Servicing Agreement or any related agreement, instrument or document other Related Document on the part of the DepositorTransferor, the Servicer, the Issuer, the Owner Trustee Issuer or the Indenture Trustee Servicer or to inspect the property (including the books and records) of the DepositorTransferor, the Servicer, the Issuer, the Owner Trustee Issuer or the Indenture TrusteeServicer; (iv) shall not be responsible to any Owner CP Conduit or any Committed Purchaser for the due execution, legality, validity, enforceability, genuineness genuineness, sufficiency or sufficiency of value of this Agreement, the Indenture, any Transfer and Servicing Agreement or any related agreement, other Related Document or any other instrument or document; (v) shall not be deemed to be acting as any Owner's trustee document furnished pursuant hereto or otherwise in a fiduciary capacity hereunder or in connection with any related agreement, instrument or documentthereto; and (viv) shall incur no liability to any CP Conduit or Committed Purchaser under or in respect of this Agreement, the Indenture, any Transfer and Servicing Agreement or any related agreement, instrument or document other Related Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. Each Note Agent shall be fully justified in failing or refusing to take any action under any of the Related Documents unless it shall first receive such advice or concurrence of the Required Equipment Loan Note Owners, the Required Equipment Loan Note Purchasers, the Required Receivables Note Owners and the Required Receivables Note Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by (A) in the case of the Co-Administrative Agents, the Committed Purchasers or (B) in the case of an Agent, the Committed Purchasers in its Purchaser Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Co-Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Related Documents in accordance with a request of (i) the Required Equipment Loan Note Owners, (ii) the Required Equipment Loan Note Purchasers, (iii) the Required Receivables Note Owners and (iv) the Required Receivables Note Purchasers (or their Agents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Equipment Loan Note Purchasers and Receivables Note Purchasers. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Related Documents in accordance with a request of (i) the Required Equipment Loan Owners, (ii) the Required Receivables Owners, (iiii) the Required Equipment Loan Purchasers and (iv) the Required Receivables Purchasers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Equipment Loan Note Purchasers or Receivables Note Purchasers in such Purchaser Group.

Note Agent's Reliance, Etc. Neither the any Note Agent nor any of its directors, officers, agents or employees shall be liable to any CP Conduit or Committed Purchaser for any action taken or omitted to be taken by it or them as a Note Agent under or in connection with this Agreement Agreement, the Indenture, the Transfer and Servicing Agreements or any related agreementother Related Document, instrument or document except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the each Note Agent: (i) may consult with legal counsel (including counsel for the DepositorTransferor, the Servicer, the Issuer, the Owner Trustee Issuer or the Indenture TrusteeServicer), 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 any Owner CP Conduit or any Committed Purchaser and shall not be responsible to any Owner CP Conduit or any Committed Purchaser for any statements, warranties or representations made in or in connection with this Agreement or in connection with any related agreement, instrument or documentAgreement; (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, the Indenture, any Transfer and Servicing Agreement or any related agreement, instrument or document other Related Document on the part of the DepositorTransferor, the Servicer, the Issuer, the Owner Trustee Issuer or the Indenture Trustee Servicer or to inspect the property (including the books and records) of the DepositorTransferor, the Servicer, the Issuer, the Owner Trustee Issuer or the Indenture TrusteeServicer; (iv) shall not be responsible to any Owner CP Conduit or any Committed Purchaser for the due execution, legality, validity, enforceability, genuineness genuineness, sufficiency or sufficiency of value of this Agreement, the Indenture, any Transfer and Servicing Agreement or any related agreement, other Related Document or any other instrument or document; (v) shall not be deemed to be acting as any Owner's trustee document furnished pursuant hereto or otherwise in a fiduciary capacity hereunder or in connection with any related agreement, instrument or documentthereto; and (viv) shall incur no liability to any CP Conduit or Committed Purchaser under or in respect of this Agreement, the Indenture, any Transfer and Servicing Agreement or any related agreement, instrument or document other Related Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. Each Note Agent shall be fully justified in failing or refusing to take any action under any of the Related Documents unless it shall first receive such advice or concurrence of the Required Noteholders as it deems appropriate or it shall first be indemnified to its satisfaction by (A) in the case of the Administrative Agent, the Committed Purchasers or (B) in the case of an Agent, the Committed Purchasers in its Purchaser Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Related Documents in accordance with a request of (i) the Required Noteholders (or their Agents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Equipment Loan Note Purchasers and Receivables Note Purchasers. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Related Documents in accordance with a request of (i) the Required Noteholders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Equipment Loan Note Purchasers or Receivables Note Purchasers in such Purchaser Group.