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. 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. 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 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. 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. Neither Lender nor any of its Affiliates nor any of their respective directors, officers, employees or attorneys 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 caused by its or their own gross negligence or willful misconduct. Without limiting the generality of Section 11.2the foregoing, each of any Program Administrator, Administrative Agent, any Purchaser Agent, any Enhancement Provider and any Liquidity Provider Lender: (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 by it 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 Borrowers or any other holder of any interest in Pool Assets Credit Parties and shall not be responsible to any Purchaser Borrowers or any such other holder Credit Parties for any statements, warranties or representations made by other Persons in or in connection with any Transaction Documentthis Agreement or the other Loan Documents; (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 this Agreement or the other Loan Documents on the part of Seller Borrowers and Credit Parties or to inspect the property Collateral (including the books and records) of SellerBorrowers or Credit Parties; (d) shall not be responsible to any Purchaser Borrowers or any other holder of any interest in the Asset Interest Credit Parties for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any Transaction Documentother instrument or document furnished pursuant hereto or thereto; and (e) shall incur no liability under or in respect of this Agreement or any the other Transaction Document Loan Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimile telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Without limiting (a) None of the generality of Section 11.2, each of any Program Administrator, Administrative Agent, any Purchaser Managing Agent or Documentation Agent or 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such Note, any Enhancement Provider as assignor, and any Liquidity Provider an Eligible Assignee, as assignee, as provided in Section 9.07; (aii) may consult with legal counsel (including counsel for Sellerthe Borrower), 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; (biii) makes no warranty or representation to any Purchaser or any other holder of any interest in Pool Assets Lender and shall not be responsible to any Purchaser or any such other holder Lender for any statements, warranties or representations (whether written or oral) made by other Persons in or in connection with any Transaction Documentthis Agreement; (civ) 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 any Transaction Document this Credit Agreement ---------------- Agreement on the part of Seller the Borrower or to inspect the property (including the books and records) of Sellerthe Borrower; (dv) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Transaction Documentother instrument or document furnished pursuant hereto; and (evi) 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)notice, consent, certificate or other instrument or writing (which may be by facsimile telecopier, telegram, cable 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.. SECTION 11.9

Reliance, Etc. (a) None of the Administrative Agent nor any of its 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 the Loan Documents, except for its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limiting limitation of the generality of Section 11.2the foregoing, each the Administrative Agent: (i) may treat the payee of any Program AdministratorNote as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such Note, Administrative Agentas assignor, any Purchaser Agentand an Eligible Assignee, any Enhancement Provider and any Liquidity Provider as assignee, as provided in Section 9.07; (a30) may consult with legal counsel (including counsel for Sellerany Borrower), 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; (b31) makes no warranty or representation to any Purchaser or any other holder of any interest in Pool Assets Lender and shall not be responsible to any Purchaser or any such other holder Lender for any statements, warranties or representations (whether written or oral) made by other Persons in or in connection with any Transaction Documentthis Agreement; (c32) 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 this Agreement on the part of Seller any Borrower or to inspect the property (including the books and records) of Sellerany Borrower; (d33) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Transaction Documentother instrument or document furnished pursuant hereto; and (e34) 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)notice, consent, certificate or other instrument or writing (which may be by facsimile telecopier, telegram, cable 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 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. None of the Note Agent nor any of its respective directors, officers, agents, parties, attorneys or employees shall be liable to any Note Purchaser for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of Section 11.2the foregoing, each of any Program Administrator, Administrative Agent, any Purchaser Agent, any Enhancement Provider and any Liquidity Provider the Note Agent (ai) may consult with independent legal counsel (including counsel for Sellerthe Issuer), 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 representation or warranty or representation to any Note Purchaser or any other holder of any interest in Pool Assets and shall not be responsible to any Note Purchaser or any such other holder for any statements, representations or warranties or representations made by other Persons in or in connection with any Transaction Document; this Agreement, (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 any Transaction Document this Agreement on the part of Seller or to inspect the property Issuer, (including the books and records) of Seller; (div) shall not be responsible to any Note 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; this Agreement (except for the execution by the Note Agent of, and the legality, validity and enforceability against the Note Agent of its obligations under, this Agreement), and (ev) 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; except in each case for its gross negligence or willful misconduct.

Reliance, Etc. Neither Lenders nor any of its Affiliates nor any of their respective directors, officers, employees or attorneys 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 caused by its or their own gross negligence or willful misconduct. Without limiting the generality of Section 11.2the foregoing, each of any Program Administrator, Administrative Agent, any Purchaser Agent, any Enhancement Provider and any Liquidity Provider Lender: (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 by it 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 Borrowers or any other holder of any interest in Pool Assets Credit Parties and shall not be responsible to any Purchaser Borrowers or any such other holder Credit Parties for any statements, warranties or representations made by other Persons in or in connection with any Transaction Documentthis Agreement or the other Loan Documents; (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 this Agreement or the other Loan Documents on the part of Seller Borrowers and Credit Parties or to inspect the property Collateral (including the books and records) of SellerBorrowers or Credit Parties; (d) shall not be responsible to any Purchaser Borrowers or any other holder of any interest in the Asset Interest Credit Parties for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any Transaction Documentother instrument or document furnished pursuant hereto or thereto; and (e) shall incur no liability under or in respect of this Agreement or any the other Transaction Document Loan Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimile telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. (a) Neither the 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 under or in connection with this Agreement or any of the other Program Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of Section 11.2the foregoing, each of any Program Administrator, Administrative the Agent, any Purchaser Agent, any Enhancement Provider and any Liquidity Provider : (ai) may consult with legal counsel (including counsel for Seller), the Borrower or the Adviser) and 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 Secured Party or any other holder of any interest in Pool Assets Person and shall not be responsible to any Purchaser Secured Party or any such other holder Person for any statements, warranties or representations (whether written or oral) made by other Persons in or in connection with any Transaction Documentthis Agreement or the other Program Documents; (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, the other Program Documents or any Transaction Document Loan Documents on the part of Seller the Borrower, the Adviser, the Custodian or any other Person or to inspect the property (including the books and records) of Sellerthe Borrower, the Adviser, the Custodian or any other Person; (div) shall not be responsible to any Purchaser Secured Party or any other holder of any interest in the Asset Interest Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents, any Transaction DocumentLoan Document or any other instrument or document furnished pursuant hereto or thereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Transaction Program Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be delivered by facsimile telecopier, telegram, cable 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.

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. SECTION 10.09.

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, 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 nor any of its 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: (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. (a) None of the Administrative Agent, the Syndication Agent, the Documentation Agent or 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of Section 11.2the foregoing, each the Administrative Agent: (i) may treat the payee of any Program AdministratorNote as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such Note, Administrative Agentas assignor, any Purchaser Agentand an Eligible Assignee, any Enhancement Provider and any Liquidity Provider as assignee, as provided in Section 9.07; (aii) may consult with legal counsel (including counsel for Sellerany Borrower), 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; (biii) makes no warranty or representation to any Purchaser or any other holder of any interest in Pool Assets Lender and shall not be responsible to any Purchaser or any such other holder Lender for any statements, warranties or representations (whether written or oral) made by other Persons in or in connection with any Transaction Documentthis Agreement; (civ) 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 this Agreement on the part of Seller any Borrower or to inspect the property (including the books and records) of Sellerany Borrower; (dv) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Transaction Documentother instrument or document furnished pursuant hereto; and (evi) 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)notice, consent, certificate or other instrument or writing (which may be by facsimile telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.