Certain Matters Affecting the Collateral Agent Clause Samples
Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 hereof:
(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;
(c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs;
(d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;
(e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, th...
Certain Matters Affecting the Collateral Agent. (a) The Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not assured to it.
(b) Notwithstanding anything in this Agreement to the contrary, in no event shall the Collateral Agent be liable for special, indirect, punitive or consequential loss or damage or lost profits or loss of business arising or in connection with this Agreement or the other Loan Documents.
(c) The right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty and the Collateral Agent shall not be liable for the omission to perform any such act.
(d) The Collateral Agent shall not be required to give any bond or surety in connection with this Agreement or the powers granted hereunder.
(e) The Collateral Agent shall at no time, except during the continuance of an Event of Default, be under any duty to direct or supervise the investment of, or to advise or make any recommendation for the purchase sale, retention or disposition of, Collateral.
(f) The Collateral Agent shall not be under any obligation to inquire into, and shall not be liable for, the validity or genuineness of any Collateral, the legality of the purchase or sale of any Collateral, the propriety of the amount paid for any Collateral upon purchase or sale, or any actions of third parties with respect to the negotiability of any Collateral.
(g) The Collateral Agent shall have no liability with respect to any valuation regardless of whether such valuation is significantly greater or less than other possible valuations.
Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 901 hereof: (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any Opinion of Counsel, certificate of an officer of the Borrower, the Manager or the Administrative Agent, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Collateral Agent may consult with counsel of its selection and any advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion;