Common use of Agent’s Reliance, Etc Clause in Contracts

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment or the Security Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer or UAC), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC or to inspect the property (including the books and records) of the Issuer or UAC; (iv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Program Agent nor any Managing Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as such Managing Agent or the Program Agent under or in connection with this Agree ment or the Security Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the AgentProgram Agent and the Managing Agents: (i) may consult with legal counsel (including counsel for the Issuer Borrower, the Servicer or UACany other Affiliate of Tampa Electric), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor Lender and shall not be responsible to the Company or any Bank Investor Lender for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer Borrower, the Servicer or UAC any other Affiliate of Tampa Electric or to inspect the property (including the books and records) of the Issuer Borrower, the Servicer or UACany other Affiliate of Tampa Electric; (iv) shall not be responsible to the Company or any Bank Investor Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment or the Security Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer Transferor or UACCompuCom), independent inde- pendent public accoun tants 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; (ii) makes shall make no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer Transferor, the Collection Agent or UAC CompuCom or to inspect the property (including the books and records) of the Issuer Transferor, the Collection Agent or UACCompuCom; (iv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Program Agent nor any Managing Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as such Managing Agent or the Program Agent under or in connection with this Agree ment or the Security Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the AgentProgram Agent and the Managing Agents: (i) may consult with legal counsel (including counsel for the Issuer Borrower, the Servicer or UACany other Affiliate of PSE), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor Lender and shall not be responsible to the Company or any Bank Investor Lender for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer Borrower, the Servicer or UAC any other Affiliate of PSE or to inspect the property (including the books and records) of the Issuer Borrower, the Servicer or UACany other Affiliate of PSE; (iv) shall not be responsible to the Company or any Bank Investor Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto hereto, or theretofor the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith; and (v) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or any of the Security Agreementother Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer or UACany Parent Group Member), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or any of the Security Agreement other Transaction Documents on the part of any Parent Group Member or the Issuer or UAC Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or the Issuer or UACCollection Agent; (iv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the Security Agreement other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, Agreement or any of the Security Agreement other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.. ​

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment or the Security Agreement, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (i) 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; (ii) may consult with legal counsel (including counsel for the Issuer or UACCompany), independent public accoun tants 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; (iiiii) makes no warranty or representation to the Company or any Bank Investor Noteholder and shall not be responsible to the Company or any Bank Investor Noteholder for any statements, warranties or representations made in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC Company or to inspect the property (including the books and records) of the Issuer or UACCompany; (ivv) shall not be responsible to the Company or any Bank Investor Noteholder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or any of the Security Agreementother Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer or UACany Parent Group Member), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or any of the Security Agreement other Transaction Documents on the part of any Parent Group Member or the Issuer or UAC Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or 52 the Issuer or UACCollection Agent; (iv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the Security Agreement other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, Agreement or any of the Security Agreement other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither None of the Agent Agents nor any of its their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with this Agree ment or Agreement and the Security Agreementother Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for the Issuer or UACany Loan Party), independent public accoun tants accountants and other experts reasonably 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; (ii) makes no warranty or representation to the Company or any Bank Investor Loan Party and shall not be responsible to the Company or any Bank Investor Loan Party for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement and the other Loan Documents; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of and the Security Agreement other Loan Documents on the part of the Issuer or UAC any Loan Party or to inspect the property (including including, without limitation, the books and records) of the Issuer or UACany Loan Party; (iv) shall not be responsible to the Company or any Bank Investor Loan Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or the other Loan Documents, the Security Agreement Collateral, the liens on or security interest in such Collateral or the perfection or priority thereof or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, Agreement or the Security Agreement other Loan Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the 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 as Agent under or in connection with this Agree ment or the Security AgreementOperative Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer or UACany Grantor), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations (whether written or oral) made in or in connection with this the Operative Documents or the Purchase Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement any Operative Document on the part of the Issuer or UAC any Grantor or to inspect the property (including the books and records) of the Issuer or UACany Grantor; (iv) shall not be responsible to the Company or any Bank Investor Grantor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with, any Operative Document, the Security Purchase Agreement or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, any Operative Document or the Security Purchase Agreement by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or the Security Agreementany other Transaction Document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (ia) may consult with legal counsel (including counsel for the Issuer or UACBorrower), independent certified public accoun tants 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; (iib) makes no warranty or representation to the Company any Lender (whether written or any Bank Investor oral) and shall not be responsible to the Company or any Bank Investor Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or any other Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC Borrower or to inspect the property (including the books and records) of the Issuer or UACBorrower; (ivd) shall not be responsible to the Company or any Bank Investor Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (ve) shall incur no liability under or in respect of this Agreement, the Security 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 telextelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement (including, without limitation, the Agent's servicing, administering or collecting Receivables as Servicer), in the Security Agreement, except for absence of its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (ia) may consult with legal counsel (including counsel for the Issuer Seller or UACthe Servicer), independent certified public accoun tants 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; (iib) makes no warranty or representation to the Company Purchaser (whether written or any Bank Investor oral) and shall not be responsible to the Company or any Bank Investor Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iiic) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC any Transaction Party or to inspect the property (including the books and records) of the Issuer or UACany Transaction Party; (ivd) shall not be responsible to the Company or any Bank Investor Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (ve) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as the Agent under or in connection with this Agree ment or the Security AgreementTransaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (ia) may consult with legal counsel (including counsel for the Issuer Borrower, the Insurer or UACthe Collateral Agent), independent certified public accoun tants 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; (iib) makes no warranty or representation to the Company Lender or any Bank Investor other holder of any interest in the Loans or the Collateral and shall not be responsible to the Company Lender or any Bank Investor such other holder for any statements, warranties or representations made by any Person in or in connection with this Agreementthe Transaction Documents; (iiic) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement Transaction Documents on the part of the Issuer or UAC any Person or to inspect the property (including the books and records) of the Issuer or UACany Person; (ivd) shall not be responsible to the Company Lender or to any Bank Investor other holder of any interest in the Loans or the Collateral for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or theretoTransaction Document; and (ve) shall incur no liability under or in respect of this Agreement, the Security Agreement Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or any of the Security Agreementother Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer or UACany Parent Group Member), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or any of the Security Agreement other Transaction Documents on the part of any Parent Group Member or the Issuer or UAC Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or the Issuer or UACCollection Agent; (iv) shall not be ​ responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the Security Agreement other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, Agreement or any of the Security Agreement other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.. ​

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or the Security Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer or UACCAC), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC CAC or to inspect the property (including the books and records) of the Issuer or UACCAC; (iv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or any of the Security Agreementother Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer or UACany Parent Group Member), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or any of the Security Agreement other Transaction Documents on the part of any Parent Group Member or the Issuer or UAC Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or the Issuer or UACCollection Agent; (iv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the Security Agreement other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, Agreement or any of the Security Agreement other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.. ​

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or the Security Agreementany related agreement, instrument or document except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (ia) may consult with legal counsel (including counsel for the Issuer Transferor, the Servicer or UACthe Trustee), independent public accoun tants 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; (iib) makes no warranty or representation to the Company or any Bank Investor Owner and shall not be responsible to the Company or any Bank Investor Owner for any statements, warranties or representations made in or in connection with this AgreementAgreement or in connection with any related agreement, instrument or document; (iiic) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement any related agreement, instrument or document on the part of the Issuer Transferor, the Servicer or UAC the Trustee or to inspect the property (including the books and records) of the Issuer Transferor, the Servicer or UACthe Trustee; (ivd) shall not be responsible to the Company or any Bank Investor Owner for the due execution, legality, validity, enforceability, genuineness, genuineness or sufficiency or of value of this Agreement, the Security Agreement or any other related agreement, instrument or document furnished pursuant hereto document; (e) shall not be deemed to be acting as any Owner's trustee or theretootherwise in a fiduciary capacity hereunder or in connection with any related agreement, instrument or document; and (vf) shall incur no liability under or in respect of this AgreementAgreement or any related agreement, the Security Agreement instrument or document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telextelex or facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or any of the Security Agreementother Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer Transferor or UACthe Servicer), independent public accoun tants 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; (ii) makes no warranty or representation to the Company any Senior Class Conduit or any Bank Investor and shall not be responsible to the Company any Senior Class Conduit or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or any of the Security Agreement other Transaction Documents on the part of the Issuer Transferor or UAC the Servicer or to inspect the property (including the books and records) of the Issuer Transferor or UACthe Servicer; (iv) shall not be responsible to the Company any Senior Class Conduit or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the Security Agreement other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, Agreement or any of the Security Agreement other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telextelex or facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or the Security Agreementany other agreement executed pursuant hereto, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer or UACBorrower and the Administrator), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor Lenders and shall not be responsible to the Company or any Bank Investor Lenders for any statements, warranties or representations made in or in connection with this AgreementAgreement or in connection with any of the other agreements executed pursuant hereto; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC Borrower or to inspect the property (including the books and records) of the Issuer or UACBorrower; (iv) shall not be responsible to the Company or any Bank Investor Lenders for the due execution, legality, validity, enforceability, genuineness, genuineness or sufficiency or of value of this Agreement, the Security Agreement or any other agreement, instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this AgreementAgreement or any other agreement executed pursuant hereto, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telexfacsimile or electronic mail) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment or the Security Agreement, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (i) 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; (ii) may consult with legal counsel (including counsel for the Issuer or UACCompany), independent public accoun tants 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; (iiiii) makes no warranty or representation to the Company or any Bank Investor Lender and shall not be responsible to the Company or any Bank Investor Lender for any statements, warranties or representations made in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC Company or to inspect the property (including the books and records) of the Issuer or UACCompany; (ivv) shall not be responsible to the Company or any Bank Investor Lenders for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone)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.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or any of the Security Agreementother Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer or UACany Parent Group Member), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or any of the Security Agreement other Transaction Documents on the part of any Parent Group Member or the Issuer or UAC Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or the Issuer or UACCollection Agent; (iv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the Security Agreement other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, Agreement or any of the Security Agreement other Transaction Documents by acting upon any notice (including notice by 53 telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement (including, without limitation, the Agent’s servicing, administering or collecting Pool Receivables in the Security Agreementevent it replaces the Servicer in such capacity pursuant to Section 8.01), except for in the absence of its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (ia) may consult with legal counsel (including counsel for any Credit Party or the Issuer or UACServicer), independent certified public accoun tants 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; (iib) makes no warranty or representation to the Company any Credit Party (whether written or any Bank Investor oral) and shall not be responsible to the Company or any Bank Investor Credit Party for any statements, warranties or representations (whether written or oral) made by any other party in or in connection with this Agreement; (iiic) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC any Credit Party or to inspect the property (including the books and records) of the Issuer or UACany Credit Party; (ivd) shall not be responsible to the Company or any Bank Investor Credit Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.furnished

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or any of the Security Agreementother Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer Transferor or UACthe Seller), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or any of the Security Agreement other Transaction Documents on the part of the Issuer Transferor, the Collection Agent or UAC Tech Data or to inspect the property (including the books and records) of the Issuer Transferor, the Collection Agent or UAC; Tech Data (iv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the Security Agreement other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, Agreement or any of the Security Agreement other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment or the Security Agreement, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (i1) may treat the payee of any Note as the holder thereof, subject to the provisions of Section 8.13; (2) may consult with legal counsel (including counsel for the Issuer or UACBorrower), independent public accoun tants 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; (ii3) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations (whether written or oral) made by the Borrower or another Bank in or in connection with this Agreement; (iii4) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC Borrower or to inspect the property (including the books and records) of the Issuer or UACBorrower; (iv5) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement any Note or any other instrument or document furnished pursuant hereto or theretohereto; and (v6) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or the Security Agreementany other Instrument, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Instrument 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; (ii) may consult with legal counsel (including counsel for the Issuer or UACBorrower), independent public accoun tants 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; (iiiii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance by the Borrower of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC or to inspect the property (including the books and records) of the Issuer or UACBorrower; (ivv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement any Instrument or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by telextelex or electronic facsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or any of the Security Agreementother Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer Transferor or UACa Designated Seller), independent public accoun tants 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 accoun- tants or experts; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or any of the Security Agreement other Transaction Documents on the part of the Issuer Transferor, the Ser- vicer or UAC any Designated Seller or to inspect the property (including the books and records) of the Issuer Transferor, the Servicer or UACany Designated Seller; (iv) shall not be responsible to the Company or any Bank Investor Inves- tor for the due execution, legality, validity, enforceability, genuinenessgenuine- ness, sufficiency or value of this Agreement, any of the Security Agreement other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, Agreement or any of the Security Agreement other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment or the Security Agreement, except for its or their own gross negligence or willful wilful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (i) 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; (ii) may consult with legal counsel (including counsel for the Issuer or UAC)counsel, independent public accoun tants 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; (iiiii) makes no warranty or representation to the Company or any Bank Investor Lender and shall not be responsible to the Company or any Bank Investor Lender for any statements, warranties or representations made in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC Borrower or to inspect the property (including the books and records) of the Issuer or UACBorrower; (ivv) shall not be responsible to the Company or any Bank Investor Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither With respect to the services to be provided by the Agent,, neither the 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 as Agent under or in connection with this Agree ment or the Security AgreementOperative Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer or UACany Grantor), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations (whether written or oral) made in or in connection with this the Operative Documents or the Purchase Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement any Operative Document on the part of the Issuer or UAC any Grantor or to inspect the property (including the books and records) of the Issuer or UACany Grantor; (iv) shall not be responsible to the Company or any Bank Investor Grantor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with, any Operative Document, the Security Purchase Agreement or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, any Operative Document or the Security Purchase Agreement by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any Managing Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as such Managing Agent or the Administrative Agent under or in connection with this Agree ment or the Security Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the AgentAdministrative Agent and the Managing Agents: (i) may consult with legal counsel (including counsel for the Issuer Borrower, the Servicer or UACany other Affiliate of ▇▇▇▇▇▇), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor Lender and shall not be responsible to the Company or any Bank Investor Lender for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer Borrower, the Servicer or UAC any other Affiliate of ▇▇▇▇▇▇ or to inspect the property (including the books and records) of the Issuer Borrower, the Servicer or UACany other Affiliate of ▇▇▇▇▇▇; (iv) shall not be responsible to the Company or any Bank Investor Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto hereto, or theretofor the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith; and (v) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment or the Security Agreement, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (i1) may treat the payee of any Note as the holder thereof; (2) may consult with legal counsel (including counsel for the Issuer or UACBorrower), independent public accoun tants 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; (ii3) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii4) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC Borrower or to inspect the property (including the books and records) of the Issuer or UACBorrower; (iv5) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v6) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as the Agent under or in connection with this Agree ment Agreement (including, without limitation, the Agent's servicing, administering or the Security Agreementcollecting Pool Receivables as Servicer pursuant to Section 8.01), except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer or UACSeller), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor Purchaser and shall not be responsible to the Company or any Bank Investor Purchaser for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security any other Agreement Document on the part of the Issuer Seller, Servicer or UAC any Originator or to inspect the property (including the books and records) of the Issuer any Seller, Servicer or UACany Originator; (iv) shall not be responsible to the Company or any Bank Investor Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security any other Agreement Document or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or the Security Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer or UACthe Seller), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer Issuer, or UAC Seller or to inspect the property (including the books and records) of the Issuer or UACSeller; (iv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment or the Security Agreement, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (i1) may treat the payee of any Note as the holder thereof, subject to the provisions of Section 8.13; (2) may consult with legal counsel (including counsel for the Issuer or UACBorrower), independent public accoun tants 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; (ii3) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations (whether written or oral) made by the Borrower or another Bank in or in connection with this Agreement; (iii4) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC Borrower or to inspect the property (including the books and records) of the Issuer or UACBorrower; (iv5) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement any Note or any other instrument or document furnished pursuant hereto or theretohereto; and (v6) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither of the Agent Agents nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with this Agree ment Agreement (including, without limitation, such Agent's servicing, administering or the Security Agreement, collecting Receivables as Collection Agent) except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for the Issuer or UACSeller), independent public accoun tants 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; (ii) makes no warranty or representation to the Company other Agent or to any Bank Investor and shall not be responsible to the Company other Agent or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer or UAC Seller or to inspect the property (including the books and records) of the Issuer or UACSeller; (iv) shall not be responsible to the Company other Agent or to any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties. Each Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or of any of the other Transaction Documents such Agent is permitted or required to take or to grant, and if such instructions are promptly requested, such Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Transaction Documents until it shall have received such instructions from the Majority Banks (or, where expressly required hereunder, from the Required Banks or all of the Banks). Without limiting the foregoing, no Bank shall have any right of action whatsoever against either Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Majority Banks (or, where expressly required hereunder, the Required Banks or all of the Banks).

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or any of the Security Agreementother Program Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer Borrower, the Adviser or UAC), the Administrator) and independent public accoun tants 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; (ii) makes no warranty or representation to the Company any Lender or any Bank Investor Secondary Lender and shall not be responsible to the Company any Lender or any Bank Investor Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Program Documents; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement other Program Documents or any Loan Documents on the part of the Issuer Borrower, the Adviser, the Administrator, the Custodian or UAC any other Person or to inspect the property (including the books and records) of the Issuer or UAC; (iv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementBorrower, the Security Agreement Adviser or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.Administrator;

Agent’s Reliance, Etc. Neither the No 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 as an Agent under or in connection with this Agree ment Agreement or the Security Agreementany related agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the each Agent: (i) may consult with legal counsel (including counsel for the Issuer or UAC)counsel, independent public accoun tants 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; (ii) makes no warranty or representation to the Company Purchasers or any Bank Investor Agents and shall not be responsible to the Company Purchasers or any Bank Investor Agents for any statements, warranties or representations made by the Seller or NFC (in or any capacity) in connection with this Agreementany Series Document; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement any Series Document on the part of the Issuer Seller or UAC NFC (in any capacity) or to inspect the property (including the books and records) of the Issuer Seller or UACNFC (in any capacity); (iv) shall not be responsible to the Company any Purchaser or any Bank Investor Agents for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or the Security Agreementother Loan Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Agent: Agent (i) may treat the payee of any Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof, pursuant to Section 10.6 hereof, signed by such payee and in form satisfactory to Agent, (ii) may consult with legal counsel (including including, without limitation, counsel for the Issuer to Agent or UACcounsel to Borrower), independent public accoun tants 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; , (iiiii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, certificates, warranties or representations made in or in connection with this Agreement; Agreement or the other Loan Documents, (iiiiv) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement other Loan Documents on the part of the Issuer or UAC any Person or to inspect the property (including including, without limitation, the books and records) of the Issuer or UAC; (iv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or thereto; Person and (v) shall incur no liability under or in respect of this Agreement, Agreement or the Security Agreement other Loan Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by telextelegram, telecopy, cable, telex or other form of electronic transmission) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or any of the Security Agreementother Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer 39 Transferor or UACthe Servicer), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or any of the Security Agreement other Transaction Documents on the part of the Issuer Transferor or UAC the Servicer or to inspect the property (including the books and records) of the Issuer Transferor or UACthe Servicer; (iv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the Security Agreement other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, Agreement or any of the Security Agreement other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement (including, without limitation, the Agent’s servicing, administering or the Security Agreementcollecting Pool Receivables as Collection Agent), except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: : (ia) may consult with legal counsel (including counsel for the Issuer Seller, the Originators or UACthe Collection Agent), independent certified public accoun tants 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; ; (iib) makes no warranty or representation to the Company any Investor or any Bank Investor (whether written or oral) and shall not be responsible to the Company any Investor or any Bank Investor for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; ; (iiic) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or of the Security Agreement on the part of the Issuer Seller, the Originators or UAC the Collection Agent or to inspect the property (including the books and records) of the Issuer Seller or UAC; the Collection Agent; (ivd) shall not be responsible to the Company any Investor or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Security Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and and (ve) shall incur no liability under or in respect of this Agreement, the Security Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. 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 as Agent under or in connection with this Agree ment Agreement or any of the Security Agreementother Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Issuer Transferor or UACthe Seller), independent public accoun tants 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; (ii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the perfor ▇▇▇▇▇ performance or observance of any of the terms, covenants or conditions of this Agreement or any of the Security Agreement other Transaction Documents on the part of the Issuer Transferor, the Collection Agent or UAC Tech Data or to inspect the property (including the books and records) of the Issuer Transferor, the Collection Agent or UAC; Tech Data (iv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the Security Agreement other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement, Agreement or any of the Security Agreement other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.