Liability of the Collateral Agent. (a) The Collateral Agent shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Collateral Agent in such capacity herein. No implied covenants or obligations shall be read into this Agreement against the Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent may conclusively rely on the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement.
(b) The Collateral Agent shall not be liable for an error of judgment made in good faith by an authorized officer, unless it shall be conclusively proved in a judicial proceeding that the Collateral Agent shall have been negligent in ascertaining the pertinent facts of which the Collateral Agent is required by the terms of this Agreement or any other Transaction Documents to make itself aware.
(c) The Collateral Agent shall not be liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with this Agreement or at the direction of a Secured Party relating to the exercise of any power conferred upon the Collateral Agent under this Agreement.
(d) The Collateral Agent shall not be charged with knowledge of any Termination and Amortization Event unless an authorized officer obtains actual knowledge of such event or the Collateral Agent receives written notice of such event from the Debtor, the Purchaser, any other Owner, any other Secured Party or the Note Insurer, as the case may be.
(e) Without limiting the generality of this Section 7.4, the Collateral Agent shall have no duty (i) to see to any recording, filing or depositing of this Agreement or any other Transaction Document or any financing statement or continuation statement evidencing a security interest in the Receivables or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iii) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Receivables, (iv) to confirm or verify the contents of any reports or certificates of the Servicer or t...
Liability of the Collateral Agent. The Collateral Agent (which term for purposes of this Section 5 shall refer to any and all affiliates of the Collateral Agent) shall not be liable for any error of judgment or for any act done or omitted by him in good faith, or for anything he may in good faith do or refrain from doing in connection with this Agreement; nor for any negligence other than his gross negligence; nor shall the Collateral Agent be answerable for the default or misconduct of his agents, attorneys or employees, if they be selected with reasonable care; nor will any liability be incurred by the Collateral Agent, if, in the event of any dispute or question as to his duties or obligations under this Agreement, he acts in accordance with advice of his legal counsel. The Collateral Agent is authorized to act upon any document believed by him to be genuine and to be signed by one or more of the Parties, and will incur no liability in so acting.
Liability of the Collateral Agent. The parties hereto agree that the Collateral Agent shall be afforded all of the rights, privileges, protections, indemnities and immunities afforded to the Collateral Agent under the Credit Agreement in connection with its execution of this Agreement and the performance of its duties hereunder.
Liability of the Collateral Agent. (a) Neither the Collateral Agent nor any of its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent's interest in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act under the Security Documents, except for its own gross negligence or willful misconduct.
(b) The Collateral Agent is authorized and directed to (i) enter into the Security Documents (including, without limitation, the Intercreditor Agreement), (ii) bind the Holders on the terms as set forth therein and (iii) perform and observe its obligations under the Security Documents (including, without limitation, the Intercreditor Agreement).
Liability of the Collateral Agent. The Collateral Agent shall not (a) be liable for any action taken or omitted to be taken by it under or in connection with this Indenture or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Holders or the Trustee or any other Person for any recital, statement, representation or warranty made by the Issuer or any Affiliate of the Issuer, or any officer thereof, contained in this Indenture or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture or any other Transaction Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document, or for any failure of the Issuer or any other party to any Transaction Document to perform its obligations hereunder or thereunder. The Collateral Agent shall not be under any obligation to any Holder or the Trustee to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture or any other Transaction Document, or to inspect the properties, books or records of the Issuer or any Affiliate of the Issuer.
Liability of the Collateral Agent. [intentionally omitted.]
Liability of the Collateral Agent. Merger or Consolidation of, or Assumption of the Obligations of, the Collateral Agent.
Liability of the Collateral Agent. The Collateral Agent shall not be liable for any loss or damage suffered by the Security Provider save in respect of such loss or damage which is suffered as a result of the willful misconduct (Absicht) or negligence (Fahrlässigkeit) of the Collateral Agent.
Liability of the Collateral Agent. Neither Collateral Agent shall be liable for any action taken or not taken by it in connection herewith with the consent or at the request of the Aggregate Required Interest Holders, except if such action was taken or omitted as a result of such Collateral Agent’s own gross negligence or willful misconduct.
Liability of the Collateral Agent. The Company agrees with the Collateral Agent that neither the Collateral Agent nor its nominee will have any liability for:
