Common use of Authority of the Collateral Agent Clause in Contracts

Authority of the Collateral Agent. The Collateral Agent, on behalf of itself and the other Secured Parties, shall have and be entitled to exercise all powers hereunder which are specifically granted to the Collateral Agent, on behalf of itself and the other Secured Parties, by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent, on behalf of itself and the other Secured Parties, may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Collateral Agent nor the other Secured Parties nor any director, officer, employee, lawyer, attorney or agent of the Collateral Agent or the other Secured Parties shall be liable to any Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, nor shall the Collateral Agent nor the other Secured Parties be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent, the other Secured Parties and their directors, officers, employees, lawyers, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each Pledgor agrees to indemnify and hold harmless the Collateral Agent, the other Secured Parties and any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of lawyers, attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Collateral Agent, the other Secured Parties or such Person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Collateral Agent, the other Secured Parties, or such Person, as determined by a final non-appealable judgment of a court of competent jurisdiction.

Authority of the Collateral Agent. (a) The Collateral Agent, on behalf of itself and the other Secured Parties, Agent shall have and be entitled to exercise all powers hereunder which that are specifically granted to the Collateral Agent, on behalf of itself and the other Secured Parties, Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent, on behalf of itself and the other Secured Parties, Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel of its choice and to act in reliance upon the advice of such counsel concerning all such matters. Without limiting the generality of the foregoing, the Collateral Agent shall take all actions as the Trustee or, subject to paragraph (c) below, the Holders of a majority in principal amount of the then outstanding Notes may direct it to perform in accordance with the provisions of this Agreement. However, the Collateral Agent may refuse to follow any direction that conflicts with law, the Indenture or this Agreement, or that would be likely to subject the Collateral Agent to personal liability, as determined by the Collateral Agent's counsel in a written opinion. Neither the Collateral Agent nor the other Secured Parties nor any director, officer, employee, lawyer, attorney or agent of the Collateral Agent or the other Secured Parties shall be liable to any Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, nor shall the Collateral Agent nor the other Secured Parties be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent, the other Secured Parties Agent and their its directors, officers, employees, lawyers, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each Pledgor The Company agrees to indemnify and hold harmless the Collateral Agent, the other Secured Parties Holders and any other Person from and against any and all costs, expenses (including reasonable feesincluding, expenses the customary fees and out-of-pocket disbursements of lawyersthe Collateral Agent's counsel, attorneys and, to the extent incurred in accordance with Section 14 hereof, investment banking firm or other selling agent and paralegals (including, without duplication, reasonable charges of inside counsel)any other expert or agent), claims and liabilities incurred by the Collateral Agent, the other Secured Parties Holders or such Person hereunderhereunder in connection with the subject matter of this Agreement, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Collateral Agent, the other Secured Parties, Holders or such each Person, as determined by a final non-appealable judgment of a court of competent jurisdiction.

Authority of the Collateral Agent. (a) The Collateral Agent, on behalf of itself and the other Secured Parties, Agent shall have and be entitled to exercise all powers hereunder which that are specifically granted to the Collateral Agent, on behalf of itself and the other Secured Parties, Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent, on behalf of itself and the other Secured Parties, Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel of its choice and to act in reliance upon the advice of counsel concerning all such matters. Neither the Collateral Agent nor the other Secured Parties nor any director, officer, employee, lawyer, attorney or agent of the Collateral Agent or the other Secured Parties shall be liable to any Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, nor shall the Collateral Agent nor the other Secured Parties be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent, the other Secured Parties Agent and their its directors, officers, employees, lawyers, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each To the maximum extent permitted by applicable law, the Pledgor agrees waives all claims, damages, and demands against the Collateral Agent arising out of the repossession, retention, or sale of the Collateral pursuant to indemnify the written instruction of the Majority Holders as provided herein, except such which may be found by a final and hold harmless nonappealable decision of a court of competent jurisdiction to arise out of the gross negligence or willful misconduct of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, until the Collateral Agent is able to effect a sale, lease, or other disposition of the Collateral, the other Secured Parties and Collateral Agent shall have the right, subject to the receipt of any necessary regulatory approval, to use or operate the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of lawyers, attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred purpose deemed appropriate by the Collateral Agent, . The Collateral Agent shall have no obligation to maintain or preserve the rights of the Pledgor as against third parties with respect to the Collateral while the Collateral is in the possession of the Collateral Agent. The Collateral Agent shall use reasonable care with respect to the Collateral in its possession or under its control. The Collateral Agent shall not have any other Secured Parties duty as to the Collateral in its possession or such Person hereunder, unless such claim control or liability shall be due to willful misconduct in the possession or gross negligence on the part control of any agent or nominee of the Collateral Agent, or any income thereon or as to the preservation of rights against prior parties or any other Secured Partiesrights pertaining thereto. Upon request of the Pledgor, the Collateral Agent shall account for any monies received by the Collateral Agent in respect of any foreclosure on or such Person, disposition of the Collateral. The provisions of Sections 7.01 and 7.03of the Indenture shall apply to the Collateral Agent under this Agreement with the same force as determined by a final non-appealable judgment of a court of competent jurisdictionthey apply to the Trustee under the Indenture.

Authority of the Collateral Agent. (a) The Price Note Collateral Agent, on behalf of itself and the other Secured Parties, Agent shall have and be entitled to exercise all powers hereunder which that are specifically granted to the Price Note Collateral Agent, on behalf of itself and the other Secured Parties, Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Price Note Collateral Agent, on behalf of itself and the other Secured Parties, Agent may perform any of its duties hereunder or in connection with the Price Note Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Price Note Collateral Agent nor the other Secured Parties nor any director, officer, employee, lawyer, attorney or agent of the Price Note Collateral Agent or the other Secured Parties shall be liable to any Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, nor shall the Collateral Agent nor the other Secured Parties be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Price Note Collateral Agent, the other Secured Parties Agent and their its directors, officers, employees, lawyers, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each The Pledgor agrees to indemnify and hold harmless the Price Note Collateral Agent, the other Secured Parties Holders and any other Person person from and against any and all costs, expenses (including the reasonable fees, expenses fees and disbursements of lawyers, attorneys and paralegals counsel (including, without duplication, reasonable charges the allocated costs of inside counsel)), claims and liabilities incurred by the Price Note Collateral Agent, the other Secured Parties Holders or such Person person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Price Note Collateral Agent, the other Secured Parties, Holders or such Person, as determined by a final non-appealable judgment of a court of competent jurisdictionperson.

Authority of the Collateral Agent. (a) The Collateral Agent, on behalf of itself and the other Secured Parties, Agent shall have and be entitled to exercise all powers hereunder which that are specifically granted to the Collateral Agent, on behalf of itself and the other Secured Parties, Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent, on behalf of itself and the other Secured Parties, Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Collateral Agent nor the other Secured Parties nor any director, officer, employee, lawyer, attorney or agent of the Collateral Agent or the other Secured Parties shall be liable to any Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, nor shall the Collateral Agent nor the other Secured Parties be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent, Agent shall be without liability for acting in good faith at the other Secured Parties written direction of a majority in interest of the Holders of the Bonds and their in reliance thereon. The Collateral Agent and its directors, officers, employees, lawyers, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or personspersons and shall be without liability for any actions it or they take or omit to take in good faith that the Collateral Agent reasonably believes to be authorized or within its powers. Each Pledgor agrees The Sponsor Pledgors agree to indemnify and hold harmless the Collateral Agent, the other Secured Parties Holders of Bonds and any other Person from and against any and all costs, expenses (including the reasonable fees, expenses fees and disbursements of lawyers, attorneys and paralegals counsel (including, without duplication, reasonable charges the allocated costs of inside counsel)), claims and liabilities incurred by the Collateral Agent, the other Secured Parties Holders of Bonds or such Person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Collateral Agent, the other Secured Parties, Holders of Bonds or such Person, as determined by a final non-appealable judgment of a court of competent jurisdiction.

Authority of the Collateral Agent. (a) The Collateral Agent, on behalf of itself and the other Secured Parties, Agent shall have and be entitled to exercise all powers hereunder which and under the Security Documents that are specifically granted to the Collateral Agent, on behalf of itself and the other Secured Parties, Agent by the terms hereofhereof or thereof, together with such powers as are reasonably incident thereto. The Collateral Agent, on behalf of itself and the other Secured Parties, Agent may perform any of its duties hereunder or under the Security Documents or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel of its choice and to act in reliance upon the advice of counsel concerning all such matters. Neither the Collateral Agent nor the other Secured Parties nor any director, officer, employee, lawyer, attorney or agent of the Collateral Agent or the other Secured Parties shall be liable to any Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, nor shall the Collateral Agent nor the other Secured Parties be responsible for the validity, effectiveness or sufficiency hereof or of any Security Document, or of any document or security instrument furnished pursuant heretohereto or thereto. The Collateral Agent, the other Secured Parties Agent and their its directors, officers, employees, lawyers, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each To the maximum extent permitted by applicable law, the Pledgor agrees waives all claims, damages, and demands against the Collateral Agent arising out of the repossession, retention or sale of the Collateral pursuant to indemnify and hold harmless the written instruction of the Majority Holders as provided herein, except such which may arise out of the gross negligence or willful misconduct of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, until the Collateral Agent is able to effect a sale, lease, or other disposition of the Collateral, the other Secured Parties and Collateral Agent shall have the right to use or operate the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of lawyers, attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred purpose deemed appropriate by the Collateral Agent, . The Collateral Agent shall have no obligation to maintain or preserve the rights of the Pledgor as against third parties with respect to the Collateral while the Collateral is in the possession of the Collateral Agent. The Collateral Agent shall use reasonable care with respect to the Collateral in its possession or under its control. The Collateral Agent shall not have any other Secured Parties duty as to the Collateral in its possession or such Person hereunder, unless such claim control or liability shall be due to willful misconduct in the possession or gross negligence on the part control of any agent or nominee of the Collateral Agent, or any income thereon or as to the preservation of rights against prior parties or any other Secured Partiesrights pertaining thereto. Upon request of the Pledgor, the Collateral Agent shall account for any monies received by the Collateral Agent in respect of any foreclosure on or such Person, as determined by a final non-appealable judgment disposition of a court of competent jurisdictionthe Collateral.

Authority of the Collateral Agent. (a) The Collateral Agent, on behalf of itself and the other Secured Parties, Agent shall have and be entitled to exercise all powers hereunder which that are specifically granted to the Collateral Agent, on behalf of itself and the other Secured Parties, Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent, on behalf of itself and the other Secured Parties, Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel of its choice and to act in reliance upon the advice of counsel concerning all such matters. Neither the Collateral Agent nor the other Secured Parties nor any director, officer, employee, lawyer, attorney or agent of the Collateral Agent or the other Secured Parties shall be liable to any Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, nor shall the Collateral Agent nor the other Secured Parties be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent, the other Secured Parties Agent and their its directors, officers, employees, lawyers, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each To the maximum extent permitted by applicable law, the Pledgor agrees waives all claims, damages, and demands against the Collateral Agent arising out of the repossession, retention, or sale of the Collateral pursuant to indemnify the written instruction of the Majority Holders as provided herein, except such which may be found by a final and hold harmless nonappealable decision of a court of competent jurisdiction to arise out of the gross negligence or willful misconduct of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, until the Collateral Agent is able to effect a sale, lease, or other disposition of the Collateral, the other Secured Parties and Collateral Agent shall have the right to use or operate the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of lawyers, attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred purpose deemed appropriate by the Collateral Agent, . The Collateral Agent shall have no obligation to maintain or preserve the rights of the Pledgor as against third parties with respect to the Collateral while the Collateral is in the possession of the Collateral Agent. The Collateral Agent shall use reasonable care with respect to the Collateral in its possession or under its control. The Collateral Agent shall not have any other Secured Parties duty as to the Collateral in its possession or such Person hereunder, unless such claim control or liability shall be due to willful misconduct in the possession or gross negligence on the part control of any agent or nominee of the Collateral Agent, or any income thereon or as to the preservation of rights against prior parties or any other Secured Partiesrights pertaining thereto. Upon request of the Pledgor, the Collateral Agent shall account for any monies received by the Collateral Agent in respect of any foreclosure on or such Person, disposition of the Collateral. The provisions of Sections 6.01 and 6.03 of the Indenture shall apply to the Collateral Agent under this Agreement with the same force as determined by a final non-appealable judgment of a court of competent jurisdictionthey apply to the Trustee under the Indenture.

Authority of the Collateral Agent. The Subject to the Collateral AgentSharing Agreement, on behalf of itself and the other Secured Parties, Collateral Agent shall have and be entitled to exercise all such powers hereunder which as are specifically granted delegated to the Collateral Agent, Agent on behalf of itself and the other Secured Parties, Noteholders by the terms hereof, together with such powers as are reasonably incident incidental thereto. The Collateral Agent, on behalf of itself and the other Secured Parties, Agent may perform execute any of its duties hereunder or in connection with the Pledged Collateral by or through agents subagents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all such mattersmatters pertaining to said duties. Neither the The Collateral Agent nor the other Secured Parties nor and any director, officer, employee, lawyer, attorney officer or agent employee of the Collateral Agent or the other Secured Parties shall not be liable to any Pledgor for any action taken or omitted to be taken by it them or any of them hereunderhereunder or in connection herewith, except for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; nor shall the Collateral Agent nor the other Secured Parties be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant heretohereto or in connection herewith. The Collateral Agent, the other Secured Parties and their directors, officers, employees, lawyers, attorneys and agents Agent shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each Pledgor The Borrower hereby agrees to reimburse the Collateral Agent, on demand, for all reasonable expenses incurred by it in connection with the administration and enforcement of this Agreement and agrees to indemnify and hold harmless the Collateral Agent, the other Secured Parties and any other Person Agent harmless from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of lawyers, attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities liability incurred by the Collateral Agent, the other Secured Parties it hereunder or such Person hereunderin connection herewith, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Collateral Agent, other than the exercise of reasonable care in the physical custody of the Pledged Collateral while held by the Collateral Agent. The Collateral Agent shall have no responsibility for or obligation or duty with respect to all or any part of the Pledged Collateral or any matter or proceeding arising out of or relating thereto, including, without limitation, any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights against prior parties or any other Secured Partiesrights pertaining thereto, or it being understood and agreed that Borrower shall be responsible generally for the preservation of all rights in the Pledged Collateral. Without limiting the generality of the foregoing, the Collateral Agent shall be conclusively deemed to have exercised reasonable care in the custody of the Pledged Collateral if the Collateral Agent takes such Personaction, for purposes of preserving rights in the Pledged Collateral, as determined the Borrower or Noteholders may reasonably request in writing, but no failure or omission or delay by the Collateral Agent in complying with any such request by Borrower or Noteholders, and no refusal by the Collateral Agent to comply with any such request by Borrower or Noteholders shall be deemed to be a final non-appealable judgment of a court of competent jurisdictionfailure to exercise reasonable care.

Authority of the Collateral Agent. (a) The Collateral Agent, on behalf of itself and the other Secured Parties, Agent shall have and be entitled to exercise all powers hereunder which that are specifically granted to the Collateral Agent, on behalf of itself and the other Secured Parties, Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent, on behalf of itself and the other Secured Parties, Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel of its choice and to act in reliance upon the advice of counsel concerning all such matters. Neither the Collateral Agent nor the other Secured Parties nor any director, officer, employee, lawyer, attorney or agent of the Collateral Agent or the other Secured Parties shall be liable to any Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, nor shall the Collateral Agent nor the other Secured Parties be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent, the other Secured Parties Agent and their its directors, officers, employees, lawyers, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each To the maximum extent permitted by applicable law, the Pledgor agrees waives all claims, damages, and demands against the Collateral Agent arising out of the repossession, retention, or sale of the Collateral pursuant to indemnify the written instruction of the Majority Holders as provided herein, except such which may be found by a final and hold harmless nonappealable decision of a court of competent jurisdiction to arise out of the gross negligence or willful misconduct of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, until the Collateral Agent is able to effect a sale, lease, or other disposition of the Collateral, the other Secured Parties and Collateral Agent shall have the right, subject to the receipt of any necessary regulatory approval, to use or operate the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of lawyers, attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred purpose deemed appropriate by the Collateral Agent, . The Collateral Agent shall have no obligation to maintain or preserve the rights of the Pledgor as against third parties with respect to the Collateral while the Collateral is in the possession of the Collateral Agent. The Collateral Agent shall use reasonable care with respect to the Collateral in its possession or under its control. The Collateral Agent shall not have any other Secured Parties duty as to the Collateral in its possession or such Person hereunder, unless such claim control or liability shall be due to willful misconduct in the possession or gross negligence on the part control of any agent or nominee of the Collateral Agent, or any income thereon or as to the preservation of rights against prior parties or any other Secured Partiesrights pertaining thereto. Upon request of the Pledgor, the Collateral Agent shall account for any monies received by the Collateral Agent in respect of any foreclosure on or such Person, as determined by a final non-appealable judgment disposition of a court of competent jurisdictionthe Collateral.

Authority of the Collateral Agent. (a) The Collateral Agent, on behalf of itself and the other Secured Parties, Agent shall have and be entitled to exercise all powers hereunder which that are specifically granted to the Collateral Agent, on behalf of itself and the other Secured Parties, Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent, on behalf of itself and the other Secured Parties, Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Collateral Agent nor the other Secured Parties nor any director, officer, employee, lawyer, attorney or agent of the Collateral Agent or the other Secured Parties shall be liable to any Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, nor shall the Collateral Agent nor the other Secured Parties be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent, Agent shall be without liability for acting in good faith at the other Secured Parties written direction of a majority in interest of the Holders of the Bonds and their in reliance thereon. The Collateral Agent and its directors, officers, employees, lawyers, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or personspersons and shall be without liability for any actions it or they take or omit to take in good faith that the Collateral Agent reasonably believes to be authorized or within its powers. Each Pledgor agrees The Company & Partner Pledgors agree to indemnify and hold harmless the Collateral Agent, the other Secured Parties Holders of Bonds and any other Person from and against any and all costs, expenses (including the reasonable fees, expenses fees and disbursements of lawyers, attorneys and paralegals counsel (including, without duplication, reasonable charges the allocated costs of inside counsel)), claims and liabilities incurred by the Collateral Agent, the other Secured Parties Holders of Bonds or such Person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Collateral Agent, the other Secured Parties, Holders of the Bonds or such Person, as determined by a final non-appealable judgment of a court of competent jurisdiction.

Authority of the Collateral Agent. (a) The Collateral Agent, on behalf of itself and the other Secured Parties, Agent shall have and be entitled to exercise all powers hereunder which that are specifically granted to the Collateral Agent, on behalf of itself and the other Secured Parties, Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent, on behalf of itself and the other Secured Parties, Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Collateral Agent nor the other Secured Parties nor any director, officer, employee, lawyer, attorney or agent of the Collateral Agent or the other Secured Parties shall be liable to any Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, nor shall the Collateral Agent nor the other Secured Parties be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent, the other Secured Parties Agent and their its directors, officers, employees, lawyers, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each Pledgor agrees The Pledgors agree to cause the Issuer to indemnify and hold harmless the Collateral Agent, the other Secured Parties each Holder and any other Person from and against any and all costs, expenses (including the reasonable fees, expenses fees and disbursements of lawyerscounsel, attorneys and paralegals accountants, experts or such other professionals as the Collateral Agent deems necessary, advisable or appropriate (including, without duplication, reasonable charges including the allocated costs of inside counsel)), claims and liabilities incurred by the Collateral Agent, the other Secured Parties each Holder or such Person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Collateral Agent, the other Secured Parties, such Holder or such Person. To the maximum extent permitted by applicable law, each Pledgor waives all claims, damages, and demands against the Collateral Agent arising out of the repossession, retention, or sale of the Collateral pursuant to the written instruction of the Trustee, except such which may arise out of the gross negligence or willful misconduct of the Collateral Agent. Until the Collateral Agent is able to effect a sale, lease, or other disposition of the Collateral, the Collateral Agent shall have the right to use or operate the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to maintain or preserve the rights of the Pledgors as determined against third parties with respect to the Collateral while the Collateral is in the possession of the Collateral Agent. The Collateral Agent shall use reasonable care with respect to the Collateral in its possession or under its control. The Collateral Agent shall not have any other duty as to the Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. Upon request of the Pledgors, the Collateral Agent shall account for any monies received by a final non-appealable judgment the Collateral Agent in respect of a court any foreclosure on or disposition of competent jurisdictionthe Collateral.