Common use of Reliance by Funding Agent Clause in Contracts

Reliance by Funding Agent. The Funding Agent shall be entitled to rely, and shall be fully protected in relying, upon any Certificate, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company or the Servicer), independent accountants and other experts selected by the Funding Agent and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. The Funding Agent may deem and treat the payee of any Certificate as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Funding Agent. The Funding Agent shall be fully justified in failing or refusing to take any action under this Supplement or any other Transaction Document unless it shall first receive such advice or concurrence of the Majority Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by the Purchasers 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 Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Supplement and the other Transaction Documents in accordance with a request of the Majority Purchasers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers.

Reliance by Funding Agent. The Each Funding Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any Certificatenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company or the Servicerits CP Conduit), independent accountants and other experts selected by the Funding Agent and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. The Funding Agent may deem and treat the payee of any Certificate as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Funding Agent. The Each Funding Agent shall in all cases be fully justified in failing or refusing to take any action under this Supplement Agreement, the other Loan Documents or any other Transaction Document document furnished in connection herewith or therewith unless it such action is expressly provided for herein or therein or such Funding Agent shall first receive such advice or concurrence of the Majority Purchasers its CP Conduit as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Purchasers such CP Conduit against any and all liability liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action. The Each Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Supplement and the Agreement or any other Transaction Documents Loan Document or any other document furnished in connection herewith or therewith in accordance with a request of the Majority Purchasers, its CP Conduit and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchaserssuch CP Conduit.

Reliance by Funding Agent. The Funding Agent shall be ------------------------- entitled to rely, and shall be fully protected in relying, upon any the Series 2000- 1 VFC Certificate, any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document documents or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company or the Master Servicer), independent accountants and other experts selected by the Funding Agent and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. The Funding Agent may deem and treat the payee of any the Series 2000-1 VFC Certificate as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Funding Agent. The Funding Agent shall be fully justified in failing or refusing to take any action under this Supplement or any other Transaction Document unless it shall first receive such advice or concurrence of the Series 2000-1 Majority Purchasers as is it deems appropriate or and it shall first be indemnified to its satisfaction by the Purchasers Series 0000-0 Xxxxxxxxxx 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 Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Supplement and the other Transaction Documents in accordance with a request of the Series 2000-1 Majority Purchasers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasersbinding.

Reliance by Funding Agent. The Funding Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any Certificatenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company or the ServicerPARCO and each APA Bank), independent accountants and other experts selected by the Funding Agent and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. The Funding Agent may deem and treat the payee of any Certificate as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Funding Agent. The Funding Agent shall in all cases be fully justified in failing or refusing to take any action under this Supplement Agreement, the Funding Agreement, any other Operative Document or any other Transaction Document document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Majority Purchasers Required APA Banks or all of the APA Banks, as applicable, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Purchasers APA Banks against any and all liability liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action. The Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Supplement and Agreement, the Funding Agreement or any other Transaction Documents Operative Document or any other document furnished in connection herewith or therewith in accordance with a request of the Majority PurchasersRequired APA Banks or all of the APA Banks, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the PurchasersAPA Banks.

Reliance by Funding Agent. The Funding Agent shall be entitled to rely, and shall be fully protected in relying, upon any Certificateinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to the Company Holdings or the ServicerBorrower), independent accountants and other experts selected by the Funding Agent and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or expertsAgent. The Funding Agent may deem and treat the payee of any Certificate Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Funding Agent. The Funding Agent shall be fully justified in failing or refusing to take any action under this Supplement Agreement or any other Transaction Loan Document unless it shall first receive such advice or concurrence of the Majority Purchasers Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Purchasers Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Supplement Agreement and the other Transaction Loan Documents in accordance with a request of the Majority PurchasersRequired Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the PurchasersLenders and all future holders of the Loans.

Reliance by Funding Agent. The Funding Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any Certificatenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to for the Company Servicer, the Back-up Servicer, the Sellers, the Initial Purchasers or the ServicerAPA Bank Purchasers), independent accountants and other experts selected by the Funding Agent and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. The Funding Agent may deem and treat the payee of any Certificate as the owner thereof for shall in all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Funding Agent. The Funding Agent shall cases be fully justified in failing or refusing to take any action under this Supplement Agreement, the Transaction Documents or any other Transaction Document document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of PARCO, the Majority Purchasers Required Participants, the Required APA Banks or all of the APA Banks, as applicable, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by PARCO or the Purchasers APA Banks, as applicable, against any and all liability liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action. The Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Supplement and the Agreement or any Transaction Document or any other Transaction Documents document furnished in connection herewith or therewith in accordance with a request of PARCO, the Majority PurchasersRequired Participants, the Required APA Banks or all of the APA Banks, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon PARCO and all the PurchasersAPA Banks, as applicable.

Reliance by Funding Agent. The Funding Agent shall shall, in all cases, be entitled to rely, and shall be fully protected in relying, upon any Certificatenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to each of the Company or Secured Parties and the Borrower, the Seller, the Servicer, the Custodian, any Hedge Counterparty and the Back-Up Servicer), independent accountants and other experts selected by the Funding Agent and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. The Funding Agent may deem and treat the payee of any Certificate as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Funding Agent. The Funding Agent shall in all cases be fully justified in failing or refusing to take any action under this Supplement Agreement, the other Basic Agreements, the Receivables or the Other Conveyed Property or any other Transaction Document document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Majority Purchasers Required Banks or all of the APA Banks, as the case may be, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by all of the Purchasers APA Banks against any and all liability liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action. The Funding Agent shall shall, in all cases cases, be fully protected in acting, or in refraining from acting, under this Supplement and Agreement, the other Transaction Documents Basic Agreements, the Receivables or the Other Conveyed Property or any other document furnished in connection herewith or therewith in accordance with a request of the Majority PurchasersRequired Banks or all of the APA Banks, as applica- ble, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the PurchasersSecured Parties.

Reliance by Funding Agent. The Funding Agent shall be entitled to rely, and shall be fully protected in relying, upon any Certificate, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company PARCO or the Servicerany APA Bank), independent accountants and other experts selected by the Funding Agent and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. The Funding Agent may deem and treat the payee of any Certificate as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Funding Agent. The Funding Agent shall be fully justified in failing or refusing to take any action under this Supplement or any other the Transaction Document Documents unless it shall first receive such advice or concurrence of PARCO or the Majority Purchasers APA Banks, as applicable, as it deems appropriate or it shall first be indemnified to its satisfaction by PARCO or the Purchasers APA Banks, as applicable, 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 Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Supplement and the other Transaction Documents in accordance with a request of PARCO or the Majority PurchasersRequired APA Banks, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all PARCO and the PurchasersAPA Banks, as applicable.

Reliance by Funding Agent. The Funding Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any Certificatenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to PARCO and the Company or the ServicerAPA Banks), independent accountants and other experts selected by the Funding Agent and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. The Funding Agent may deem and treat the payee of any Certificate as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Funding Agent. The Funding Agent shall in all cases be fully justified in failing or refusing to take any action under this Supplement Agreement, the Transaction Documents or any other Transaction Document document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Majority Purchasers Required Participants, the Required APA Banks or all of the APA Banks, as applicable, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Purchasers APA Banks against any and all liability liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action. The Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Supplement and the Agreement or any Transaction Document or any other Transaction Documents document furnished in connection herewith or therewith in accordance with a request of the Majority PurchasersRequired Participants, the Required APA Banks or all of the APA Banks, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the PurchasersAPA Banks.