Common use of Rights of the Auction Agent Clause in Contracts

Rights of the Auction Agent. (a) The Auction Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized by this Agreement which the Auction Agent believes in good faith to have been given by the Trustee or by a Broker-Dealer or by their designated agents or representatives. The Auction Agent may record telephone communications with such Persons. (b) The Auction Agent may consult with counsel of its own choice, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys, and shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any agent or attorney appointed by it with due care hereunder. (e) The Auction Agent makes no representation as to the adequacy or accuracy of this Broker-Dealer Agreement, the Auction Agency Agreement (except as provided in Section 3.01(d) thereof), the Auction Rate Notes, or any Prospectus Supplement or other offering material used in connection with the offer and sale of the Auction Rate Notes.

Rights of the Auction Agent. (a) The Auction Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any communication authorized by this Broker-Dealer Agreement and upon any written instruction, notice, notice request, direction, consent, consent report, certificate, share certificate or other instrument, paper or document reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized by this Broker-Dealer Agreement which the Auction Agent believes in good faith to have been given by the Trustee or by Trustee, a Broker-Dealer or by their designated agents or representativesthe Corporation. The Auction Agent may record telephone communications with such Personsthe Broker-Dealers. (b) The Auction Agent may consult with counsel of its own choice, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys, attorneys and shall not be responsible for any willful misconduct or negligence on the part of, or for the supervision of, of any agent or attorney appointed by it with due care hereunder. (e) The Auction Agent makes no representation as to the adequacy or accuracy of this Broker-Dealer Agreement, the Auction Agency Agreement (except as provided in Section 3.01(d) thereof), the Auction Rate Notes, or any Prospectus Supplement or other offering material used in connection with the offer and sale of the Auction Rate Notes.

Rights of the Auction Agent. (a) The Auction Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized by this Agreement which the Auction Agent believes in good faith to have been given by the Trustee or by a Broker-Dealer or by their designated agents or representatives. The Auction Agent may record telephone communications with such Persons. (b) The Auction Agent may consult with counsel of its own choice, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys, and shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any agent or attorney appointed by it with due care hereunder. (e) The Auction Agent makes no representation as to the adequacy or accuracy of this Broker-Dealer Agreement, the Auction Agency Agreement (except as provided in Section 3.01(d3.1(d) thereof), the Auction Rate NotesARS, or any Prospectus Supplement Private Placement Memorandum or other offering material used in connection with the offer and sale of the Auction Rate NotesARS.

Rights of the Auction Agent. (a) The Auction Agent may conclusively rely on and shall be fully protected in acting or refraining from acting upon any communication authorized by this Agreement hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share form of bond certificate or other instrument, paper or document believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized by this Agreement hereby which the Auction Agent believes in good faith to have been given by the Trustee Servicer or by a Broker-Dealer or by their designated agents or representativesDealer. The Auction Agent may record telephone communications with such Personsthe Servicer and the Servicer may record telephone conversations with the Auction Agent. (b) The Auction Agent may consult with counsel of its own choice, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys, attorneys and shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of any agent or attorney appointed by it with due care hereunder. (e) The Auction Agent makes shall have no representation as to obligation or liability in respect of the adequacy registration or accuracy of this Broker-Dealer Agreement, the Auction Agency Agreement (except as provided in Section 3.01(d) thereof), the Auction Rate Notes, or any Prospectus Supplement or other offering material used in connection with the offer and sale exemption therefrom of the Auction Rate NotesNotes under federal or state securities laws.

Rights of the Auction Agent. (a) The Auction Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized by this Agreement which the Auction Agent believes in good faith to have been given by the Trustee or by a Broker-Dealer or by their designated agents or representatives. The Auction Agent may record telephone communications with such Persons. (b) The Auction Agent may consult with counsel of its own choice, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys, and shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any agent or attorney appointed by it with due care hereunder. (e) The Auction Agent makes no representation as to the adequacy or accuracy of this Broker-Dealer Agreement, the Auction Agency Agreement (except as provided in Section 3.01(d) thereof), the Auction Rate NotesARS, or any Prospectus Supplement or other offering material used in connection with the offer and sale of the Auction Rate NotesARS.

Rights of the Auction Agent. (a) The Auction Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized by this Agreement which the Auction Agent believes in good faith to have been given by the Trustee or by a Broker-Dealer or by their designated agents or representatives. The Auction Agent may record telephone communications with such Personsthe Broker-Dealers. (b) The Auction Agent may consult with counsel of its own choice, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys, attorneys and shall not be responsible for any willful misconduct or negligence on the part of, or for the supervision of, of any agent or attorney appointed by it with due care hereunder. (e) The Auction Agent makes no representation as to the validity, adequacy or accuracy of this Broker-Dealer Agreement, the Auction Agency Agreement (except as provided in Section 3.01(d) thereof)Agent Agreement, the Auction Rate Notes, ARCs or any Prospectus Supplement Offering Memorandum or other offering material used in connection with the offer and sale of the Auction Rate NotesARCs or otherwise.

Rights of the Auction Agent. (a) The Auction Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized by this Agreement which the Auction Agent believes in good faith to have been given by the Trustee or by a Broker-Dealer or by their designated agents or representatives. The Auction Agent may record telephone communications with such Personsthe Broker-Dealers. (b) The Auction Agent may consult with counsel of its own choice, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys, attorneys and shall not be responsible for any willful misconduct or negligence on the part of, or for the supervision of, of any agent or attorney appointed by it with due care hereunder. (e) The Auction Agent makes no representation as to the validity, adequacy or accuracy of this Broker-Dealer Agreement, the Auction Agency Agreement (except as provided in Section 3.01(d) thereof)Agent Agreement, the Auction Rate Notes, Notes or any Prospectus Supplement or other offering material document used in connection with the offer and sale of the Auction Rate NotesNotes or otherwise.