Common use of Reliance, Etc Clause in Contracts

Reliance, Etc. Without limiting the generality of Section 11.2, each of any Program Administrator, Administrative Agent, any Purchaser Agent, any Enhancement Provider and any Liquidity Provider (a) may consult with legal counsel (including counsel for Seller), 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 Purchaser or any other holder of any interest in Pool Assets and shall not be responsible to any Purchaser or any such other holder for any statements, warranties or representations made by other Persons in or in connection with any 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 any Transaction Document on the part of Seller or to inspect the property (including the books and records) of Seller; (d) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; 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 facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Without limiting the generality of Section 11.2, each of any Program Administrator, Administrative Agent, any Purchaser Agent, any Enhancement Provider and any Liquidity Provider Provider: (a) may consult with legal counsel (including counsel for Seller), 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 Purchaser or any other holder of any interest in Pool Assets Receivables and shall not be responsible to any Purchaser or any such other holder for any statements, warranties or representations made by other Persons in or in connection with any 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 any Transaction Document on the part of Seller or to inspect the property (including the books and records) of Seller; (d) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; 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 facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Without limiting the generality of Section 11.211.1, each of any Program Administratorthe Collateral Agent, the Administrative Agent, any and each Purchaser Agent, any Enhancement Provider and any Liquidity Provider : (a) may consult with legal counsel (including counsel for Seller)counsel, 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 accountants, or experts; (b) makes no warranty or representation to any Purchaser or any other holder of any interest in Pool Assets Receivables and shall not be responsible to any Purchaser or any such other holder for any statements, warranties warranties, or representations made by other Persons in or in connection with any 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 covenants, or conditions of any Transaction Document on the part of the Seller or to inspect the property (including the books and records) of the Seller; (d) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of any Transaction Document; 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 certificate, or other instrument or writing (which may be by facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, nor any of their 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 this Agreement or any Related Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction. Without limiting limitation of the generality of Section 11.2the foregoing, each of any Program Administrator, Administrative Agent, any Purchaser Agent, any Enhancement Provider the Agent and any Liquidity Provider the Issuing Bank (ai) may consult with legal counsel (including counsel for Sellerthe Account Party), 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 Purchaser or any other holder of any interest in Pool Assets Participating Bank and shall not be responsible to any Purchaser or any such other holder Participating Bank for any statements, warranties or representations made by other Persons in or in connection with this Agreement or any Transaction Related Document; (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 Transaction Related Document on the part of Seller the Account Party to be performed or observed, or to inspect the any property (including the books and records) of Sellerthe Account Party; (div) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest Participating Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Transaction DocumentRelated Document or any other instrument or document furnished pursuant hereto and thereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Transaction Related Document by acting upon any notice (including notice by telephone)notice, consent, consent certificate or other instrument or writing (which may be by facsimile telegram, cable or telex) ), including, without limitation, any thereof from time to time purporting to be from the Trustee, believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limiting limitation of the generality of Section 11.2the foregoing, each the Agent and the Issuing Bank: (a) may treat the payee of any Program Administrator, Administrative Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent, any Purchaser Agent, any Enhancement Provider and any Liquidity Provider ; (ab) may consult with legal counsel (including counsel for Sellerthe Borrower), independent certified public accountants 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 accountants, or experts; (bc) makes no warranty or representation to any Purchaser or any other holder of any interest in Pool Assets Bank and shall not be responsible to any Purchaser or any such other holder Bank for any statements, warranties warranties, or representations made by other Persons in or in connection with any Transaction Documentthis Agreement or the other Credit Documents; (cd) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any Transaction other Credit Document on the part of Seller the Credit Parties or to inspect the property (including the books and records) of Sellerthe Credit Parties; (de) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any Transaction other Credit Document; and (ef) shall incur no liability under or in respect of this Agreement or any other Transaction Credit Document by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimile telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Without limiting the generality of Section 11.211.1, the Collateral Agent, each of any Program Administrator, Administrative Agent, any Agent and each Purchaser Agent, any Enhancement Provider and any Liquidity Provider : (a) may consult with legal counsel (including counsel for Seller)counsel, 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 Purchaser or any other holder of any interest in Pool Assets Receivables and shall not be responsible to any Purchaser or any such other holder for any statements, warranties or representations made by other Persons in or in connection with any 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 any Transaction Document on the part of Seller the Sellers or to inspect the property (including the books and records) of Sellerthe Sellers; (d) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; 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 facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Without limiting the generality of Section 11.210.01, each of any Program Administratorthe Collateral Agent, the Administrative Agent, any Purchaser and each Group Agent, any Enhancement Provider and any Liquidity Provider : (a) may consult with legal counsel (including counsel for Seller)counsel, 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 accountants, or experts; (b) makes no warranty or representation to any Purchaser Lender or any other holder of any interest in Pool Assets Receivables and shall not be responsible to any Purchaser Lender or any such other holder for any statements, warranties warranties, or representations made by other Persons in or in connection with any 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 covenants, or conditions of any Transaction Document on the part of Seller the Borrower or to inspect the property (including the books and records) of Sellerthe Borrower; (d) shall not be responsible to any Purchaser Lender or any other holder of any interest in the Asset Interest Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of any Transaction Document; 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 certificate, or other instrument or writing (which may be by facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Without limiting the generality of Section 11.2, each of any Program Administrator, Administrative Agent, any Purchaser Agent, any Enhancement Provider and any Liquidity Provider Provider: (a) may consult with legal counsel (including counsel for Seller), 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 Purchaser or any other holder of any interest in Pool Assets Receivables and shall not be responsible to any Purchaser or any such other holder for any statements, warranties or representations made by other Persons in or in connection with any 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 any Transaction Document on the part of Seller or to inspect the property (including the books and records) of Seller; (d) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; 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 facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Without limiting the generality of Section 11.211.1, each of any Program Administratorthe Collateral Agent, the Administrative Agent, any and each Purchaser Agent, any Enhancement Provider and any Liquidity Provider : (a) may consult with legal counsel (including counsel for Seller)counsel, 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 accountants, or experts; (b) makes no warranty or representation to any Purchaser or any other holder of any interest in Pool Assets Receivables and shall not be responsible to any Purchaser or any such other holder for any statements, warranties warranties, or representations made by other Persons in or in connection with any 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 covenants, or conditions of any Transaction Document on the part of Seller the Sellers or to inspect the property (including the books and records) of Sellerthe Sellers; (d) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of any Transaction Document; 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 certificate, or other instrument or writing (which may be by facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Without limiting the generality of Section 11.210.01, each of any Program Administratorthe Collateral Agent, the Administrative Agent, any Purchaser and each Group Agent, any Enhancement Provider and any Liquidity Provider : (a) may consult with legal counsel (including counsel for Seller)counsel, independent certified public accountants and other experts selected by it and shall not be 751499193.15 22727329 117 liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts; (b) makes no warranty or representation to any Purchaser Lender or any other holder of any interest in Pool Assets Receivables and shall not be responsible to any Purchaser Lender or any such other holder for any statements, warranties warranties, or representations made by other Persons in or in connection with any 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 covenants, or conditions of any Transaction Document on the part of Seller the Borrower or to inspect the property (including the books and records) of Sellerthe Borrower; (d) shall not be responsible to any Purchaser Lender or any other holder of any interest in the Asset Interest Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of any Transaction Document; 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 certificate, or other instrument or writing (which may be by facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Without limiting the generality of Section 11.2, each of any Program Administrator, Administrative Agent, any Purchaser Agent, any Enhancement Provider and any Liquidity Provider (a) may consult with legal counsel (including counsel for Seller), 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 Purchaser or any other holder of any interest in Pool Assets and shall not be responsible to any Purchaser or any such other holder for any statements, warranties or representations made by other Persons in or in connection with any 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 any Transaction Document on the part of Seller or to inspect the property (including the books and records) of Seller; (d) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest Portfolio for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; 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 facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Without limiting the generality of Section 11.2, each of any Program Administrator, Administrative Agent, any Purchaser Agent, any Enhancement Provider and any Liquidity Provider (a) may consult with legal counsel (including counsel for Seller), 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 Purchaser or any other holder of any interest in Pool Assets and shall not be responsible to any Purchaser or any such other holder for any statements, warranties or representations made by other Persons in or in connection with any 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 any Transaction Document on the part of Seller or to inspect the property 753697831 (including the books and records) of Seller; (d) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; 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 facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Without limiting the generality of Section 11.2, each of any Program Administrator, Administrative Agent, any Purchaser Agent, any Enhancement Provider and any Liquidity Provider (a) may consult with legal counsel (including counsel for Seller), 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 Purchaser or any other holder of any interest in Pool Assets and shall not be responsible to any Purchaser or any such other holder for any statements, warranties or representations made by other Persons in or in connection with any 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 any Transaction Document on the part of Seller or to inspect the property (including the books and records) of Seller; (d) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest Pool Assets for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; 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 facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.