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 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 other Transaction Document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (a) may consult with legal counsel (including counsel for any Investor 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; (b) makes no warranty or representation to any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to 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 any other Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of the Seller or the Collection Agent or to inspect the property (including the books and records) of the Seller or the Collection Agent; (d) shall not be responsible to any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by 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 Transaction DocumentProgram Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (ai) may consult with legal counsel (including counsel for any Investor Agent, the Seller and the Collection AgentFederated Entity), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bii) makes no warranty or representation to any Investor Agent, Investor or Bank (whether written or oral) the Purchaser and shall not be responsible to any Investor Agent, Investor or Bank the Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any the other Transaction DocumentProgram Documents; (ciii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any the other Transaction Document Program Documents on the part of the Seller any Federated Entity or the Collection Agent any Company or Fund or to inspect the property (including the books and records) of the Seller any Federated Entity or the Collection Agentany Company or Fund; (div) shall not be responsible to any Investor Agent, Investor or Bank the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Agreement, the other Transaction Document Program Documents or any other instrument or document furnished pursuant hereto or thereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Transaction Program Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by telecopier 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 Transaction DocumentProgram Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (ai) may consult with legal counsel (including counsel for any Investor Agent, the Seller Borrower or the Adviser) 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; (bii) makes no warranty or representation to any Investor AgentLender, Investor any Secondary Lender, any Direct Lender or Bank (whether written or oral) any other Person and shall not be responsible to any Investor AgentLender, Investor any Secondary Lender, any Direct Lender or Bank any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any the other Transaction DocumentProgram Documents; (ciii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement Agreement, the other Program Documents or any other Transaction Document Loan Documents on the part of the Seller Borrower, the Adviser, the Custodian or the Collection Agent any other Person or to inspect the property (including the books and records) of the Seller Borrower or the Collection AgentAdviser; (div) shall not be responsible to any Investor AgentLender, Investor any Secondary Lender, any Direct Lender or Bank any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or Agreement, the other Program Documents, any other Transaction Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Transaction Program Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be delivered by telecopier 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 Transaction DocumentProgram Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (ai) may consult with legal counsel (including counsel for any Investor Agent, the Seller Borrower or the Adviser) 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; (bii) makes no warranty or representation to any Investor Agent, Investor Secured Party or Bank (whether written or oral) any other Person and shall not be responsible to any Investor Agent, Investor Secured Party or Bank any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any the other Transaction DocumentProgram Documents; (ciii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement Agreement, the other Program Documents or any other Transaction Document Loan Documents on the part of the Seller Borrower, the Adviser, the Custodian or the Collection Agent any other Person or to inspect the property (including the books and records) of the Seller Borrower or the Collection AgentAdviser; (div) shall not be responsible to any Investor Agent, Investor Secured Party or Bank any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or Agreement, the other Program Documents, any other Transaction Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Transaction Program Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be delivered by telecopier 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 Transaction DocumentProgram Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (ai) may consult with legal counsel (including counsel for any Investor Agent, the Seller Borrower or the Adviser) 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; (bii) makes no warranty or representation to any Investor AgentLender, Investor any Secondary Lender or Bank (whether written or oral) any other Person and shall not be responsible to any Investor AgentLender, Investor any Secondary Lender or Bank any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any the other Transaction DocumentProgram Documents; (ciii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement Agreement, the other Program Documents or any other Transaction Document Loan Documents on the part of the Seller Borrower, the Adviser, the Custodian or the Collection Agent any other Person or to inspect the property (including the books and records) of the Seller Borrower or the Collection AgentAdviser; (div) shall not be responsible to any Investor AgentLender, Investor any Secondary Lender or Bank any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or Agreement, the other Program Documents, any other Transaction Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Transaction Program Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be delivered by telecopier 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 Collection AgentServicer) 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: (a) 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 Seller Transferor, the Parent, any other Originator and the Collection AgentServicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Investor Agent, Investor Conduit or Bank (whether written or oral) and shall not be responsible to any Investor Agent, Investor Conduit or Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of the Seller Transferor, the Parent, any other Originator or the Collection Agent Servicer or to inspect the property (including the books and records) of the Seller Transferor, the Parent, any other Originator or the Collection AgentServicer; (d) shall not be responsible to any Investor Agent, Investor Conduit or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by e-mail, 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 Assets as Collection AgentServicer) or any other Transaction 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: (a) may consult with legal counsel (including counsel for any Investor Group Agent, the Seller Seller, the Originator and the Collection AgentServicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Investor Group Agent, Investor Conduit Purchaser or Bank Committed Purchaser (whether written or oral) and shall not be responsible to any Investor Group Agent, Investor Conduit Purchaser or Bank Committed Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of the Seller Seller, the Originator, the Servicer or the Collection Agent any Custodian or to inspect the property (including the books and records) of the Seller Seller, the Originator, the Servicer or the Collection Agentany Custodian; (d) shall not be responsible to any Investor Group Agent, Investor Conduit Purchaser or Bank Committed Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by 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 Transaction DocumentProgram Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (ai) may consult with legal counsel (including counsel for any Investor Agent, the Seller Borrower or the Adviser) 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; (bii) makes no warranty or representation to any Investor AgentLender, Investor any Secondary Lender, any Managing Agent or Bank (whether written or oral) any other Person and shall not be responsible to any Investor AgentLender, Investor any Secondary Lender, any Managing Agent or Bank any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any the other Transaction DocumentProgram Documents; (ciii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement Agreement, the other Program Documents or any other Transaction Document Loan Documents on the part of the Seller Borrower, the Adviser, the Custodian or the Collection Agent any other Person or to inspect the property (including the books and records) of the Seller Borrower or the Collection AgentAdviser; (div) shall not be responsible to any Investor AgentLender, Investor any Secondary Lender, any Managing Agent or Bank any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or Agreement, the other Program Documents, any other Transaction Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Transaction Program Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be delivered by telecopier 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 Transaction DocumentProgram Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (ai) may consult with legal counsel (including counsel for any Investor Agentthe Seller, the Seller and the Collection AgentDistributor or any Advisor), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bii) makes no warranty or representation to any Investor Agent, Investor or Bank (whether written or oral) the Purchaser and shall not be responsible to any Investor Agent, Investor or Bank the Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any the other Transaction DocumentProgram Documents; (ciii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any the other Transaction Document Program Documents on the part of the Seller (as Servicer or otherwise), the Collection Agent Distributor or any Advisor or to inspect the property (including the books and records) of the Seller Seller, the Distributor or the Collection Agentany Advisor; (div) shall not be responsible to any Investor Agent, Investor or Bank the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Agreement, the other Transaction Document Program Documents or any other instrument or document furnished pursuant hereto or thereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Transaction Program Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by telecopier 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 as Program Agent under or in connection with this Agreement (including, without limitation, the Program Agent’s 's servicing, administering or collecting Pool Receivables as Collection AgentServicer) or any other Transaction 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: (a) may consult with legal counsel (including counsel for any Investor Agentthe Borrower, SPE I, HL Funding I, LLC, HL Funding II, Inc., the Seller Parent, any Originator and the Collection AgentServicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Investor Agent, Investor or Bank Lender (whether written or oral) and shall not be responsible to any Investor Agent, Investor or Bank Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of the Seller Borrower, SPE I, HL Funding I, LLC, HL Funding II, Inc., the Parent, any Originator or the Collection Agent Servicer or to inspect the property (including the books and records) of the Seller Borrower, SPE I, HL Funding I, LLC, HL Funding II, Inc., the Parent, any Originator or the Collection AgentServicer; (d) shall not be responsible to any Investor Agent, Investor or Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by 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 's servicing, administering or collecting Pool Receivables as Collection AgentServicer) or any other Transaction 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: (a) may consult with legal counsel (including counsel for any Investor Agent, the Seller Borrower, SPE I, the Parent, any Originator and the Collection AgentServicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to 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 any other Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of the Seller Borrower, SPE I, the Parent, any Originator or the Collection Agent Servicer or to inspect the property (including the books and records) of the Seller Borrower, SPE I, the Parent, any Originator or the Collection AgentServicer; (d) shall not be responsible to any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by 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 Transaction DocumentProgram Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (ai) may consult with legal counsel (including counsel for any Investor Agentthe Seller, the Seller and Distributor or the Collection AgentAdvisor), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bii) makes no warranty or representation to any Investor Agent, Investor or Bank (whether written or oral) the Purchaser and shall not be responsible to any Investor Agent, Investor or Bank the Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any the other Transaction DocumentProgram Documents; (ciii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any the other Transaction Document Program Documents on the part of the Seller (as Servicer or otherwise), the Distributor or the Collection Agent Advisor or to inspect the property (including the books and records) of the Seller Seller, the Distributor or the Collection AgentAdvisor; (div) shall not be responsible to any Investor Agent, Investor or Bank the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Agreement, the other Transaction Document Program Documents or any other instrument or document furnished pursuant hereto or thereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Transaction Program Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by telecopier 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 '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: (a) may consult with legal counsel (including counsel for any Investor 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; (b) makes no warranty or representation to any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to 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 any other Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of the Seller or the Collection Agent or to inspect the property (including the books and records) of the Seller or the Collection Agent; (d) shall not be responsible to any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by 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 's servicing, administering or collecting Pool Receivables and Participated 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: (a) may consult with legal counsel (including counsel for any Investor Agent, the Seller 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; (b) makes no warranty or representation to any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to 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 any other Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of the Seller Borrower, any Predecessor Purchaser, the Parent, any other Originator or the Collection Agent or to inspect the property (including the books and records) of the Seller Borrower, any Predecessor Purchaser, the Parent, any other Originator or the Collection Agent; (d) shall not be responsible to any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by 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 the other Transaction Documents (including, without limitation, the Program Agent’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: (a) may consult with legal counsel (including counsel for any Investor Agent, the Seller 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; (b) makes no warranty or representation to any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to 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 any other Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of the Seller Seller, IR Parent, Parent, any Originator, Designated Entity of Intermediate SPV or the Collection Agent or to inspect the property (including the books and records) of the Seller Seller, IR Parent, Parent, any Originator, Designated Entity or Intermediate SPV or the Collection Agent; (d) shall not be responsible to any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by 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 other Transaction Document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Program Agent: (a) may consult with legal counsel (including counsel for any Investor Agent, the Seller 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; (b) makes no warranty or representation to any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to 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 any other Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of the Seller Seller, the Parent, any other Originator or the Collection Agent or to inspect the property (including the books and records) of the Seller Seller, the Parent, any other Originator or the Collection Agent; (d) shall not be responsible to any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by 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 '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 misconductmisconduct or breach of the terms of any Transaction Document. Without limiting the generality of the foregoing, the Program Agent: (a) may consult with legal counsel (including counsel for any Investor Agent, the Seller 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; (b) makes no warranty or representation to any Investor Agent, Investor or Bank (whether written or oral) and shall not be responsible to 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 any other Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of the Seller Seller, the Parent, any other Originator or the Collection Agent or to inspect the property (including the books and records) of the Seller Seller, the Parent, any other Originator or the Collection Agent; (d) shall not be responsible to any Investor Agent, Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.