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 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 any Lender, any Secondary Lender, any Direct Lender or any other Person and shall not be responsible to 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, the other Program Documents or any Loan Documents on the part of the Borrower, the Adviser, the Custodian or any other Person or to inspect the property (including the books and records) of the Borrower or the Adviser; (iv) shall not be responsible to 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, 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 the Borrower or the Adviser) and 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 any Lender, any Secondary Lender, any Direct Lender or any other Person the Purchaser and shall not be responsible to any Lender, any Secondary Lender, any Direct Lender or any Person 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, Agreement or the other Program Documents or any Loan Documents on the part of the Borrower, the Adviser, the Custodian any Federated Entity or any other Person Company or Fund or to inspect the property (including the books and records) of the Borrower any Federated Entity or the Adviserany Company or Fund; (iv) shall not be responsible to any Lender, any Secondary Lender, any Direct Lender or any other Person the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents, any Loan Document 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 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 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 any Lender, any Secondary Lender, any Direct Lender Secured Party or any other Person and shall not be responsible to any Lender, any Secondary Lender, any Direct Lender 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, the other Program Documents or any Loan Documents on the part of the Borrower, the Adviser, the Custodian or any other Person or to inspect the property (including the books and records) of the Borrower or the Adviser; (iv) shall not be responsible to any Lender, any Secondary Lender, any Direct Lender Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program 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 Investor Agent, the Borrower or Seller and the Adviser) and 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 any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank (whether written or oral) and shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any Person 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, the other Program Documents Agreement or any Loan Documents other Transaction Document on the part of the Borrower, Seller or the Adviser, the Custodian or any other Person Collection Agent or to inspect the property (including the books and records) of the Borrower Seller or the AdviserCollection Agent; (ivd) shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents, any Loan 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 delivered 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 Borrower Seller, the Distributor or the Adviser) and any 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 any Lender, any Secondary Lender, any Direct Lender or any other Person the Purchaser and shall not be responsible to any Lender, any Secondary Lender, any Direct Lender or any Person 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, Agreement or the other Program Documents or any Loan Documents on the part of the BorrowerSeller (as Servicer or otherwise), the Adviser, the Custodian Distributor or any other Person Advisor or to inspect the property (including the books and records) of the Borrower Seller, the Distributor or the Adviserany Advisor; (iv) shall not be responsible to any Lender, any Secondary Lender, any Direct Lender or any other Person the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents, any Loan Document 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 delivered 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 the Borrower Seller, the Distributor or the Adviser) and 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 any Lender, any Secondary Lender, any Direct Lender or any other Person the Purchaser and shall not be responsible to any Lender, any Secondary Lender, any Direct Lender or any Person 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, Agreement or the other Program Documents or any Loan Documents on the part of the BorrowerSeller (as Servicer or otherwise), the Adviser, Distributor or the Custodian or any other Person Advisor or to inspect the property (including the books and records) of the Borrower Seller, the Distributor or the AdviserAdvisor; (iv) shall not be responsible to any Lender, any Secondary Lender, any Direct Lender or any other Person the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents, any Loan Document 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 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 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 Investor Agent, the Borrower Seller, IR Parent, Parent, any Originator, Designated Entity or Intermediate SPV and the Adviser) and 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 any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank (whether written or oral) and shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any Person 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, the other Program Documents Agreement or any Loan Documents other Transaction Document on the part of the BorrowerSeller, IR Parent, Parent, any Originator, Designated Entity of Intermediate SPV or the Adviser, the Custodian or any other Person Collection Agent or to inspect the property (including the books and records) of the Borrower Seller, IR Parent, Parent, any Originator, Designated Entity or Intermediate SPV or the AdviserCollection Agent; (ivd) shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents, any Loan 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 delivered 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 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 Investor Agent, the Borrower or Seller and the Adviser) and 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 any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank (whether written or oral) and shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any Person 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, the other Program Documents Agreement or any Loan Documents other Transaction Document on the part of the Borrower, Seller or the Adviser, the Custodian or any other Person Collection Agent or to inspect the property (including the books and records) of the Borrower Seller or the AdviserCollection Agent; (ivd) shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents, any Loan 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 delivered 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 Group Agent, the Borrower or Seller, the Adviser) 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 any LenderGroup Agent, any Secondary Lender, any Direct Lender Conduit Purchaser or any other Person Committed Purchaser (whether written or oral) and shall not be responsible to any LenderGroup Agent, any Secondary Lender, any Direct Lender Conduit Purchaser or any Person 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, the other Program Documents Agreement or any Loan Documents other Transaction Document on the part of the BorrowerSeller, the AdviserOriginator, the Custodian Servicer or any other Person Custodian or to inspect the property (including the books and records) of the Borrower Seller, the Originator, the Servicer or the Adviserany Custodian; (ivd) shall not be responsible to any LenderGroup Agent, any Secondary Lender, any Direct Lender Conduit Purchaser or any other Person Committed Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents, any Loan 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 delivered 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 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 any Lender, any Secondary Lender, any Direct Lender Managing Agent or any other Person and shall not be responsible to any Lender, any Secondary Lender, any Direct Lender 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, the other Program Documents or any Loan Documents on the part of the Borrower, the Adviser, the Custodian or any other Person or to inspect the property (including the books and records) of the Borrower or the Adviser; (iv) shall not be responsible to any Lender, any Secondary Lender, any Direct Lender Managing Agent or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program 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 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 Investor Agent, the Borrower or Borrower, any Predecessor Purchaser, the Adviser) 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 any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank (whether written or oral) and shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any Person 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, the other Program Documents Agreement or any Loan Documents other Transaction Document on the part of the Borrower, the Adviserany Predecessor Purchaser, the Custodian or Parent, any other Person Originator or the Collection Agent or to inspect the property (including the books and records) of the Borrower Borrower, any Predecessor Purchaser, the Parent, any other Originator or the AdviserCollection Agent; (ivd) shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents, any Loan 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 delivered 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 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 any Lender, any Secondary Lender, any Direct Lender or any other Person and shall not be responsible to 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, the other Program Documents or any Loan Documents on the part of the Borrower, the Adviser, the Custodian or any other Person or to inspect the property (including the books and records) of the Borrower or the Adviser; (iv) shall not be responsible to 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, 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 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 Investor Agent, the Borrower or Seller, the Adviser) 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 any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank (whether written or oral) and shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any Person 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, the other Program Documents Agreement or any Loan Documents other Transaction Document on the part of the BorrowerSeller, the AdviserParent, the Custodian or any other Person Originator or the Collection Agent or to inspect the property (including the books and records) of the Borrower Seller, the Parent, any other Originator or the AdviserCollection Agent; (ivd) shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents, any Loan 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 delivered 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 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 Investor Agent, Co-Acquirer, the Borrower or Transferor, the Adviser) 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 any LenderInvestor Agent, any Secondary Lender, any Direct Lender Conduit or any other Person Bank (whether written or oral) and shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Conduit or any Person 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, the other Program Documents Agreement or any Loan Documents other Transaction Document on the part of the BorrowerTransferor, the AdviserParent, the Custodian or any other Person Originator or the Servicer or to inspect the property (including the books and records) of the Borrower Transferor, the Parent, any other Originator or the AdviserServicer; (ivd) shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Conduit or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents, any Loan 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 delivered 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 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 Investor Agent, the Borrower or Seller, the Adviser) 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 any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank (whether written or oral) and shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any Person 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, the other Program Documents Agreement or any Loan Documents other Transaction Document on the part of the BorrowerSeller, the AdviserParent, the Custodian or any other Person Originator or the Collection Agent or to inspect the property (including the books and records) of the Borrower Seller, the Parent, any other Originator or the AdviserCollection Agent; (ivd) shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents, any Loan 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 delivered 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 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 or Borrower, SPE I, HL Funding I, LLC, HL Funding II, Inc., the Adviser) 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 any Lender, any Secondary Lender, any Direct Lender (whether written or any other Person oral) and shall not be responsible to 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 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, the other Program Documents Agreement or any Loan Documents other Transaction Document on the part of the Borrower, the AdviserSPE I, HL Funding I, LLC, HL Funding II, Inc., the Custodian Parent, any Originator or any other Person the Servicer or to inspect the property (including the books and records) of the Borrower Borrower, SPE I, HL Funding I, LLC, HL Funding II, Inc., the Parent, any Originator or the AdviserServicer; (ivd) shall not be responsible to 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 Agreement or any other Program Documents, any Loan 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 delivered 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 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 Investor Agent, the Borrower or Borrower, SPE I, the Adviser) 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 any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank (whether written or oral) and shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any Person 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, the other Program Documents Agreement or any Loan Documents other Transaction Document on the part of the Borrower, the AdviserSPE I, the Custodian Parent, any Originator or any other Person the Servicer or to inspect the property (including the books and records) of the Borrower Borrower, SPE I, the Parent, any Originator or the AdviserServicer; (ivd) shall not be responsible to any LenderInvestor Agent, any Secondary Lender, any Direct Lender Investor or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Agreement or any other Program Documents, any Loan 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 delivered by telecopier, telegram, cable telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.