Liability of Funding Agents. Notwithstanding any provision of this Agreement: (i) the Funding Agents shall not have any obligations under this Agreement other than those specifically set forth herein, and no implied obligations of the Funding Agents shall be read into this Agreement; and (ii) in no event shall the Funding Agents be liable under or in connection with this Agreement for indirect, special, or consequential losses or damages of any kind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed. Neither the Funding Agents nor any of their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken in good faith by them under or in connection with this Agreement, except for their own gross negligence or willful misconduct. Without limiting the foregoing, the Funding Agents (a) may consult with legal counsel (including counsel for the CP Issuers), 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, (b) shall not be responsible to the Transferees, the Transferor, any Originator, the Support Provider or the Collection Agent for any statements, warranties or representations made in or in connection with this Agreement or the other Transaction Documents, (c) shall not be responsible to the Transferees, the Transferor, any Originator, the Support Provider or the Collection Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Transaction Documents, (d) shall incur no liability under or in respect of any of the Commercial Paper or other obligations of the Transferees under this Agreement or the other Transaction Documents and (e) shall incur no liability under or in respect of this Agreement or the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties. Notwithstanding anything else herein or in the other Transaction Documents, it is agreed that where the Funding Agents may be required under this Agreement or the other Transaction Documents to give notice of any event or condition or to take any action as a result of t...
Liability of Funding Agents. 76 SECTION 10.14
Liability of Funding Agents. 72 EXHIBITS EXHIBIT A Schedule of Commitments EXHIBIT B Credit and Collection Policy EXHIBIT C List of Lock-Box Banks and Lock-Box Accounts EXHIBIT D Form of Lock-Box Agreement EXHIBIT E Form of Monthly Report EXHIBIT E-1 Form of Weekly Report EXHIBIT E-2 Form of Daily Report EXHIBIT F Form of Transfer Certificate EXHIBIT G List of Actions and Suits EXHIBIT H Location of Records EXHIBIT I Form of Secretary's Certificate EXHIBIT J Form of Transfer/Tranche Period Request EXHIBIT K Form of Reduction Notice RECEIVABLES TRANSFER AGREEMENT RECEIVABLES TRANSFER AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), dated as of June 25, 2004, by and among NALCO RECEIVABLES LLC, a Delaware limited liability company, as transferor (in such capacity, the "Transferor"), NALCO COMPANY, a Delaware corporation, as collection agent (in such capacity, the "Collection Agent"), DELAWARE FUNDING COMPANY, LLC, a Delaware limited liability company ("DFC"), and JPMORGAN CHASE BANK, a New York state banking corporation ("JPMorgan Chase Bank"), as a Funding Agent, an APA Bank and administrative agent for the benefit of the Transferees (in such capacity, the "Administrative Agent").
Liability of Funding Agents. 61 SECTION 10.18. Limitation on the Termination of Sellers...............................................61 SECTION 10.19. Supplemental Definitions...............................................................62 Definitions.......................................................................................................1 SCHEDULE A Definitions SCHEDULE B Schedule of CP Conduit Purchasers, Committed Purchasers and Funding Agents SCHEDULE C Schedule of Special Obligors SCHEDULE D Schedule of Match Funding CP Conduit Purchasers SCHEDULE E List of Equipment and Software SCHEDULE F List of C&A Fiscal Periods for the Years 2001 and 2002 SCHEDULE G Supplemental Definitions EXHIBIT A Credit and Collection Policies EXHIBIT B List of Lockbox Banks and Accounts EXHIBIT C Form of Lockbox Agreement EXHIBIT D-1 Form of Daily Report EXHIBIT D-2 Form of Weekly Report EXHIBIT D-3 Form of Settlement Statement EXHIBIT E Form of Transfer Certificate EXHIBIT F [Reserved] EXHIBIT G Location of Records EXHIBIT H List of Subsidiaries, Divisions, Trade Names and Other Matters EXHIBIT I Form of Secretary's Certificate EXHIBIT J [Reserved] EXHIBIT K Form of Transfer Supplement EXHIBIT L Form of Required Currency Hedge Assignment EXHIBIT M Form of Limited Guaranty RECEIVABLES TRANSFER AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), dated as of December 20, 2001, as amended and restated as of September 24, 2002 (the "Restatement Date"), by and among CARCORP, INC., a Delaware corporation, as transferor (in such capacity, the "Transferor"), COLLINS & AIKMAN PRODUCTS CO., a Delaware corporation, individually ("X&X") and xx xxllection agent (in such capacity, the "Collection Agent"), the several commercial paper conduits identified on Schedule B and their respective permitted successors and assigns (the "CP Conduit Purchasers"; each, individually, a "CP Conduit Purchaser"), the several financial institutions identified on Schedule B as "Committed Purchasers" and their respective permitted successors and assigns (the "Committed Purchasers"; each, individually, a "Committed Purchaser"), the agent bank set forth opposite the name of each CP Conduit Purchaser and Committed Purchaser on Schedule B and its permitted successor and assign (the "Funding Agent" with respect to such CP Conduit Purchaser and Committed Purchaser), and JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank), a New York state banking corporation ("JPMor...
