Administrative Agent Not Liable. The Administrative Agent makes no representations as to the validity or sufficiency of this Indenture, any Note or any other Transaction Document. The Administrative Agent shall at no time have any responsibility or liability for or with respect to the legality, validity or enforceability of any security interest in any Collateral, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority or its ability to generate the payments to be distributed to Noteholders under this Indenture, including, without limitation, the existence, condition, location and ownership of any property; the performance or enforcement of any Contract; the compliance by the Issuer, LEAF Capital Funding, LLC, LEAF Commercial Capital, the Servicer or the Custodian with any covenant or the breach by the Issuer, LEAF Capital Funding, LLC, LEAF Commercial Capital, the Servicer or the Custodian, of any warranty or representation made under this Indenture or any other Transaction Document or in any related document and the accuracy of any such warranty or representation prior to the Administrative Agent’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof, any investment of monies by or at the direction of the Issuer or the Servicer, or any loss resulting therefrom (it being understood, however, that the Administrative Agent shall remain otherwise responsible for any Collateral that it may hold directly); the acts or omissions of the Issuer, LEAF Capital Funding, LLC, LEAF Commercial Capital, the Servicer, the Custodian, any action of the Servicer taken in the name of the Issuer, LEAF Capital Funding, LLC, LEAF Commercial Capital, the Servicer, the Custodian or the Administrative Agent and/or Noteholders which are authorized to provide such instruction in accordance with this Indenture or any of the other Transaction Documents; provided, however, that the foregoing shall not relieve the Administrative Agent of its obligations to perform its duties under this Indenture. The Administrative Agent shall not be accountable for the use or application by the Issuer of any proceeds of the issuances of Notes.
Administrative Agent Not Liable. The Administrative Agent shall not in any way be held liable by reason of any insufficiency in any Waterfall Account held by the Administrative Agent resulting from any investment loss on any Permitted Investment included therein.
