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

The Agent's Reliance, Etc. Neither the Agent nor any of its Affiliates nor any of their respective 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 the other Loan Documents, except for damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any 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; (b) 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; (c) makes no warranty or representation to any Holder and shall not be responsible to any Holder for any statements, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (d) 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 the other Loan Documents on the part of the Borrower to inspect the Collateral (including the books and records) of the Borrower; (e) shall not be responsible to any Holder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

The Agent's Reliance, Etc. The Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the Supplement. Neither the Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as the Agent under or in connection with this Agreement or the other Loan Documentsany related agreement, instrument or document except for damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. Without limitation of the generality of limiting the foregoing, the Agent: (a) may treat the payee of any 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; (b) may consult with legal counselcounsel (including counsel for the Company, the Master Servicer, any Seller or the Trustee), independent public accountants accountants, consultants 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; (cb) makes no warranty or representation to any Holder Purchaser and shall not be responsible to any Holder Purchaser for any statements, warranties or representations made in or in connection with this Agreement or the other Loan Documentsin connection with any related agreement, instrument or document; (dc) 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 the other Loan Documents any related agreement, instrument or document on the part of the Borrower Company, the Trustee, the Master Servicer or any Seller or to inspect the Collateral property (including the books and records) of the BorrowerCompany, any Seller, the Trustee or the Master Servicer; (ed) shall not be responsible to any Holder Purchaser for the due execution, legality, validity, enforceability, genuineness, genuine ness or sufficiency or of value of this Agreement or the other Loan Documents or any other related agreement, instrument or document furnished pursuant hereto document; (e) shall not be deemed to be acting as any Purchaser's trustee or theretootherwise in a fiduciary capacity hereunder or in connection with any related agreement, instrument or document; and (f) shall incur no liability under or in respect of this Agreement or the other Loan Documents any related agreement, instrument or document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable telex or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

The Agent's Reliance, Etc. Neither the Administrative Agent or the Documentation Agent nor any of its Affiliates nor any of their respective 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 the other Loan DocumentsAgreement, except for damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent and the Documentation Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counselcounsel (including counsel for the Borrower), 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; (ciii) makes make no warranty or representation to any Holder Lender and shall not be responsible to any Holder Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) 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 the other Loan Documents on the part of the Borrower or any of its Subsidiaries or to inspect the Collateral property (including the books and records) of the BorrowerBorrower or any of its Subsidiaries; (ev) shall not be responsible to any Holder Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or theretohereto; and (fvi) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopytelecopier, telegram, cable telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.

The Agent's Reliance, Etc. Neither the Agent nor any of its Affiliates nor any of their respective 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 the other Loan Documents, except for damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the The Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) 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 not taken by it (i) with the consent or at the request of the Majority Banks (or such other number or 4812-0911-1547, v. 7 percentage of the Banks as shall be taken necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances as provided in Article 8 and Section 10.01) or (ii) in the absence of its own gross negligence or willful misconduct as determined by it in accordance with a court of competent jurisdiction by final and nonappealable judgment. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until any Loan Party, a Bank, or an Issuing Bank has given written notice describing such Default or Event of Default to the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Holder and Agent. The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any Holder for any statementsstatement, warranties warranty or representations representation made in or in connection with this Agreement or the any other Loan Documents; Document, (dii) shall not have the contents of any duty to ascertain certificate, report or to inquire as to other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the termscovenants, covenants agreements or other terms or conditions of this Agreement set forth herein or therein or the other Loan Documents on occurrence of any Default or Event of Default, (iv) the part of the Borrower to inspect the Collateral (including the books and records) of the Borrower; (e) shall not be responsible to any Holder for the due execution, legality, validity, enforceability, genuineness, sufficiency effectiveness or value genuineness of this Agreement or the Agreement, any other Loan Documents Document or any other agreement, instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement document, or the other Loan Documents by acting upon creation, perfection or priority of any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it Lien purported to be genuine and signed or sent created by the proper party Security Documents, or parties(v) the satisfaction of any condition set forth in Article 5 or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Agent.

The Agent's Reliance, Etc. Neither of the Agent nor any of its Affiliates Agents nor any of their Affiliates or any of the respective directors, officers, agents or employees of such Agents or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for damages solely caused by its or their own any such Person's gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. Without limitation of the generality of limiting the foregoing, the Agent: each Agent (a) may treat the payee of any Revolving Credit Note as the its holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and Revolving Credit Note has been assigned in form satisfactory to the Agentaccordance with Section 11.2; (b) may rely on the Register to the extent set forth in Section 11.2(c); (c) 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; (cd) makes no warranty or representation to any Holder Lender and shall not be responsible to any Holder Lender for any statements, warranties or representations made by or on behalf of the Borrowers in or in connection with this Agreement or any of the other Loan Documents; (de) shall not have any duty to any Lender to ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents on or the part financial condition of any Borrower, or the Borrower to inspect the Collateral (including the books and records) existence or possible existence of the Borrowerany Default or Event of Default; (ef) shall not be responsible to any Holder Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (fg) shall incur no liability to any Lender under or in respect of this Agreement or any of the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable ) or telex) any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

The Agent's Reliance, Etc. Neither the Agent nor any of its or the Working Capital Agent, their respective Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of any Note as the holder thereof until the Agent receives written notice of and the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) Working Capital Agent may consult with legal counselcounsel (including counsel to the Borrower), 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; (cii) makes no neither the Agent nor the Working Capital Agent make any warranty or representation to any Holder Bank or Working Capital Bank (as the case may be) and it shall not be responsible to any Holder Bank for any statements, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) the Agent and the Working Capital Agent shall not have any no duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of the Borrower or to inspect the Collateral Properties (including the books and records) of the Borrower; (eiv) the Agent and the Working Capital Agent shall not be responsible to any Holder Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or theretohereto; and (fv) the Agent and the Working Capital Agent shall not incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.