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

Program Agent's Reliance, Etc. Neither the Program 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 the foregoing, the Program Agent: (i) may consult with legal counsel (including counsel for any Federated Entity), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchaser and shall not be responsible to the Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Program Documents on the part of any Federated Entity or any Company or Fund or to inspect the property (including the books and records) of any Federated Entity or any Company or Fund; (iv) shall not be responsible to the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program 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 or any other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 Program Agent under or in connection with this Agreement (including, without limitation, the Program Agent’s servicing, administering or collecting Pool Receivables as Collection Agent) or any of the other Program DocumentsTransaction Document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (ia) may consult with legal counsel (including counsel for any Federated EntityInvestor Agent, the Seller and the Collection Agent), 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; (iib) makes no warranty or representation to the Purchaser any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsTransaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the any other Program Documents Transaction Document on the part of any Federated Entity the Seller or any Company or Fund the Collection Agent or to inspect the property (including the books and records) of any Federated Entity the Seller or any Company or Fundthe Collection Agent; (ivd) shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 the foregoing, the Program Agent: (i) may consult with legal counsel (including counsel for any Federated Entity), the Borrower or the Adviser) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchaser any Secured Party or any other Person and shall not be responsible to the Purchaser any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Documents; (iii) 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 Agreement, the other Program Documents or any Loan Documents on the part of any Federated Entity the Borrower, the Adviser, the Custodian or any Company or Fund other Person or to inspect the property (including the books and records) of any Federated Entity the Borrower or any Company or Fundthe Adviser; (iv) shall not be responsible to the Purchaser any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be delivered by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 the foregoing, the Program Agent: (i) may consult with legal counsel (including counsel for any Federated Entity), the Borrower or the Adviser) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchaser any Lender, any Secondary Lender, any Direct Lender or any other Person and shall not be responsible to the Purchaser any Lender, any Secondary Lender, any Direct Lender or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Documents; (iii) 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 Agreement, the other Program Documents or any Loan Documents on the part of any Federated Entity the Borrower, the Adviser, the Custodian or any Company or Fund other Person or to inspect the property (including the books and records) of any Federated Entity the Borrower or any Company or Fundthe Adviser; (iv) shall not be responsible to the Purchaser any Lender, any Secondary Lender, any Direct Lender or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be delivered by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 Program Agent under or in connection with this Agreement (including, without limitation, the Program Agent's servicing, administering or collecting Receivables as Servicer) or any of the other Program DocumentsTransaction Document, except for its or their own gross negligence or willful misconductmisconduct as determined by a final, nonappealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Program Agent: (ia) may consult with legal counsel (including counsel for any Federated EntityInvestor Agent, the Borrower, SPE I, the Parent, any Originator and the Servicer), 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; (iib) makes no warranty or representation to the Purchaser any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsTransaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the any other Program Documents Transaction Document on the part of the Borrower, SPE I, the Parent, any Federated Entity Originator or any Company or Fund the Servicer or to inspect the property (including the books and records) of the Borrower, SPE I, the Parent, any Federated Entity Originator or any Company or Fundthe Servicer; (ivd) shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 the foregoing, the Program Agent: (i) may consult with legal counsel (including counsel for the Seller, the Distributor or any Federated EntityAdvisor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchaser and shall not be responsible to the Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Program Documents on the part of any Federated Entity the Seller (as Servicer or otherwise), the Distributor or any Company or Fund Advisor or to inspect the property (including the books and records) of any Federated Entity the Seller, the Distributor or any Company or FundAdvisor; (iv) shall not be responsible to the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program 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 or any other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telextelex or as otherwise specified in Section 9.03) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 the foregoing, the Program Agent: (i) may consult with legal counsel (including counsel for any Federated Entity), the Borrower or the Adviser) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchaser any Lender, any Secondary Lender, any Managing Agent or any other Person and shall not be responsible to the Purchaser any Lender, any Secondary Lender, any Managing Agent or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Documents; (iii) 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 Agreement, the other Program Documents or any Loan Documents on the part of any Federated Entity the Borrower, the Adviser, the Custodian or any Company or Fund other Person or to inspect the property (including the books and records) of any Federated Entity the Borrower or any Company or Fundthe Adviser; (iv) shall not be responsible to the Purchaser any Lender, any Secondary Lender, any Managing Agent or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be delivered by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 Program Agent under or in connection with this Agreement (including, without limitation, the Program Agent’s servicing, administering or collecting Pool Receivables as Collection Agent) or any of the other Program DocumentsTransaction Document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (ia) may consult with legal counsel (including counsel for any Federated EntityInvestor Agent, the Seller, the Parent, any other Originator and the Collection Agent), 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; (iib) makes no warranty or representation to the Purchaser any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsTransaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the any other Program Documents Transaction Document on the part of the Seller, the Parent, any Federated Entity other Originator or any Company or Fund the Collection Agent or to inspect the property (including the books and records) of the Seller, the Parent, any Federated Entity other Originator or any Company or Fundthe Collection Agent; (ivd) shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 the foregoing, the Program Agent: (i) may consult with legal counsel (including counsel for any Federated Entitythe Seller, the Distributor or the Advisor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchaser and shall not be responsible to the Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Program Documents on the part of any Federated Entity the Seller (as Servicer or any Company otherwise), the Distributor or Fund the Advisor or to inspect the property (including the books and records) of any Federated Entity the Seller, the Distributor or any Company or Fundthe Advisor; (iv) shall not be responsible to the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program 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 or any other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 Program Agent under or in connection with this Agreement (including, without limitation, the Program Agent's servicing, administering or collecting Pool Receivables as Collection Agent) or any of the other Program DocumentsTransaction Document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (ia) may consult with legal counsel (including counsel for any Federated EntityInvestor Agent, the Seller and the Collection Agent), 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; (iib) makes no warranty or representation to the Purchaser any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsTransaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the any other Program Documents Transaction Document on the part of any Federated Entity the Seller or any Company or Fund the Collection Agent or to inspect the property (including the books and records) of any Federated Entity the Seller or any Company or Fundthe Collection Agent; (ivd) shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 Program Agent under or in connection with this Agreement (including, without limitation, the Program Agent's servicing, administering or collecting Pool Receivables as Collection Agent) or any of the other Program DocumentsTransaction Document, except for its or their own gross negligence or willful misconductmisconduct or breach of the terms of any Transaction Document. Without limiting the generality of the foregoing, the Program Agent: (ia) may consult with legal counsel (including counsel for any Federated EntityInvestor Agent, the Seller, the Parent, any other Originator and the Collection Agent), 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; (iib) makes no warranty or representation to the Purchaser any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsTransaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the any other Program Documents Transaction Document on the part of the Seller, the Parent, any Federated Entity other Originator or any Company or Fund the Collection Agent or to inspect the property (including the books and records) of the Seller, the Parent, any Federated Entity other Originator or any Company or Fundthe Collection Agent; (ivd) shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 Program Agent under or in connection with this Agreement or any of the other Transaction Documents (including, without limitation, the Program DocumentsAgent’s servicing, administering or collecting Pool Receivables as Collection Agent) or any other Transaction Document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (ia) may consult with legal counsel (including counsel for any Federated EntityInvestor Agent, the Seller, IR Parent, Parent, any Originator, Designated Entity or Intermediate SPV and the Collection Agent), 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; (iib) makes no warranty or representation to the Purchaser any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsTransaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the any other Program Documents Transaction Document on the part of the Seller, IR Parent, Parent, any Federated Originator, Designated Entity of Intermediate SPV or any Company or Fund the Collection Agent or to inspect the property (including the books and records) of the Seller, IR Parent, Parent, any Federated Originator, Designated Entity or any Company Intermediate SPV or Fundthe Collection Agent; (ivd) shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopier or telexe-mail) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 the foregoing, the Program Agent: (i) may consult with legal counsel (including counsel for any Federated Entity), the Borrower or the Adviser) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchaser any Lender, any Secondary Lender or any other Person and shall not be responsible to the Purchaser any Lender, any Secondary Lender or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Documents; (iii) 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 Agreement, the other Program Documents or any Loan Documents on the part of any Federated Entity the Borrower, the Adviser, the Custodian or any Company or Fund other Person or to inspect the property (including the books and records) of any Federated Entity the Borrower or any Company or Fundthe Adviser; (iv) shall not be responsible to the Purchaser any Lender, any Secondary Lender or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be delivered by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program Agent nor any of its directors, officers, agents or employees shall be liable to any Investor Agent, Conduit or Bank for any action taken or omitted to be taken by it or them as Program Agent under or in connection with this Agreement (including, without limitation, the Program Agent’s servicing, administering or collecting Pool Receivables as Servicer) or any of the other Program DocumentsTransaction Document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (ia) may may, at its own expense, except to the extent such expense is an expense of the Transferor pursuant to Section 11.04, consult with legal counsel (including counsel for any Federated EntityInvestor Agent, Co-Acquirer, the Transferor, the Parent, any other Originator and the Servicer), 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; (iib) makes no warranty or representation to the Purchaser any Investor Agent, Conduit or Bank (whether written or oral) and shall not be responsible to the Purchaser any Investor Agent, Conduit or Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsTransaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the any other Program Documents Transaction Document on the part of the Transferor, the Parent, any Federated Entity other Originator or any Company or Fund the Servicer or to inspect the property (including the books and records) of the Transferor, the Parent, any Federated Entity other Originator or any Company or Fundthe Servicer; (ivd) shall not be responsible to the Purchaser any Investor Agent, Conduit or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopiere-mail, telegram, cable telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 Program Agent under or in connection with this Agreement (including, without limitation, the Program Agent's servicing, administering or collecting Receivables as Servicer) or any of the other Program DocumentsTransaction Document, except for its or their own gross negligence or willful misconductmisconduct as determined by a final, nonappealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Program Agent: (ia) may consult with legal counsel (including counsel for the Borrower, SPE I, HL Funding I, LLC, HL Funding II, Inc., the Parent, any Federated EntityOriginator and the Servicer), 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; (iib) makes no warranty or representation to the Purchaser any Lender (whether written or oral) and shall not be responsible to the Purchaser any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsTransaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the any other Program Documents Transaction Document on the part of the Borrower, SPE I, HL Funding I, LLC, HL Funding II, Inc., the Parent, any Federated Entity Originator or any Company or Fund the Servicer or to inspect the property (including the books and records) of the Borrower, SPE I, HL Funding I, LLC, HL Funding II, Inc., the Parent, any Federated Entity Originator or any Company or Fundthe Servicer; (ivd) shall not be responsible to the Purchaser any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 Program Agent under or in connection with this Agreement (including, without limitation, the Program Agent's servicing, administering or collecting Pool Receivables and Participated Receivables as Collection Agent) or any of the other Program DocumentsTransaction Document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (ia) may consult with legal counsel (including counsel for any Federated EntityInvestor Agent, the Borrower, any Predecessor Purchaser, the Parent, any other Originator and the Collection Agent), 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; (iib) makes no warranty or representation to the Purchaser any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsTransaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the any other Program Documents Transaction Document on the part of the Borrower, any Federated Entity Predecessor Purchaser, the Parent, any other Originator or any Company or Fund the Collection Agent or to inspect the property (including the books and records) of the Borrower, any Federated Entity Predecessor Purchaser, the Parent, any other Originator or any Company or Fundthe Collection Agent; (ivd) shall not be responsible to the Purchaser any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Program Agent's Reliance, Etc. Neither the Program 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 Program Agent under or in connection with this Agreement (including, without limitation, the Program Agent’s servicing, administering or collecting Pool Assets as Servicer) or any of the other Program DocumentsTransaction Document, except for its or their own gross negligence or willful misconductmisconduct as determined by a final, nonappealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Program Agent: (ia) may consult with legal counsel (including counsel for any Federated EntityGroup Agent, the Seller, the Originator and the Servicer), 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; (iib) makes no warranty or representation to the any Group Agent, Conduit Purchaser or Committed Purchaser (whether written or oral) and shall not be responsible to the any Group Agent, Conduit Purchaser or Committed Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Program DocumentsTransaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the any other Program Documents Transaction Document on the part of any Federated Entity the Seller, the Originator, the Servicer or any Company or Fund Custodian or to inspect the property (including the books and records) of any Federated Entity the Seller, the Originator, the Servicer or any Company or FundCustodian; (ivd) shall not be responsible to the any Group Agent, Conduit Purchaser or Committed Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Program Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.