Common use of Liability of Collateral Agent Clause in Contracts

Liability of Collateral Agent. The Collateral Agent shall be entitled to rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person by whom it purports to be communicated or signed and shall not be liable to any Lender for any of the consequences of such reliance. Neither the Collateral Agent nor any director, officer, employee or agent of the Collateral Agent (as used in the immediately following sentence “Collateral Agent” means all of the foregoing) shall be liable for any action taken or not taken by it, him or them under, or in connection with, this Agreement or any of the Financing Documents in the absence of its, his or their gross negligence or willful misconduct. THIS FOREGOING IS INTENDED TO INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKS, FORESEEABLE OR UNFORESEEABLE, INVOLVED IN THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OR ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. As to any matters not expressly provided for herein or in the Financing Documents, the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretion, taking into account the interests of all Lenders. The Collateral Agent shall not be obligated to follow any such written directions to the extent that it shall determine that such directions are in conflict with any provision hereof or of any applicable law or regulation or any Financing Document. Neither the Collateral Agent nor any director, officer, employee or agent of the Collateral Agent shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with any of the Financing Documents or any payment thereunder; (b) the performance or observance of any of the covenants or agreements of the Company, any of its Subsidiaries or any Lender under any of the Financing Documents; (c) the validity, effectiveness or genuineness of the Financing Documents or any other instrument or writing furnished in connection therewith; or (d) the existence, genuineness or value of any of the Collateral or the validity, effectiveness, perfection, priority or enforceability of the security interests in or liens on any of the Collateral.

Liability of Collateral Agent. The In the absence of the determination by a court of competent jurisdiction by final and nonappealable judgment that such action or failure to act has constituted gross negligence, willful misconduct or a breach of this Agreement, the Collateral Agent shall be entitled to rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person by whom it purports to be communicated or signed and shall will not be liable to any Lender Secured Creditor for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the consequences part of such relianceany of its officers, directors, employees or agents. Neither To the extent not paid by the Loan Parties, each Secured Creditor hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent nor and each of its officers, directors, employees and agents (collectively, “Indemnitees”) harmless from and against any directorand all liabilities, officercosts, employee claims, damages, penalties, losses and actions of any kind or agent nature whatsoever (including, without limitation, the fees and disbursements of counsel for any Indemnitee) incurred by or asserted against any Indemnitee arising out of or in relation to this Agreement or the Collateral Agent (Documents or its status as used in the immediately following sentence “Collateral Agent” means all of the foregoing) shall be liable for agent hereunder or any action taken or not omitted to be taken by it, him or them under, or any Indemnitee pursuant to and in connection with, this Agreement or accordance with any of the Financing Collateral Documents in and this Agreement, except to the absence extent determined by a court of its, his or their competent jurisdiction by final and nonappealable judgment to have constituted the gross negligence or willful misconduct. THIS FOREGOING IS INTENDED TO INDEMNIFYmisconduct or breach of this Agreement by such Indemnitee, DEFENDwith each Secured Creditor being liable only for its Pro Rata Expenses Share, PROTECT AND HOLD HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKSas of the date of the occurrence of the event giving rise to the claim for which indemnity is sought, FORESEEABLE OR UNFORESEEABLE, INVOLVED IN THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OR ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. As to of any matters not expressly provided for herein or in the Financing Documents, the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretion, taking into account the interests of all Lendersindemnification liability. The Collateral Agent shall not be obligated to follow any such written directions to the extent that it shall determine that such directions are in conflict with any provision hereof or of any applicable law or regulation or any Financing Document. Neither the Collateral Agent nor any director, officer, employee or agent obligations of the Collateral Agent Secured Creditors under this Section 2(j) shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made survive the payment in connection with any full of the Financing Documents or any payment thereunder; (b) Secured Obligations and the performance or observance termination of any of the covenants or agreements of the Company, any of its Subsidiaries or any Lender under any of the Financing Documents; (c) the validity, effectiveness or genuineness of the Financing Documents or any other instrument or writing furnished in connection therewith; or (d) the existence, genuineness or value of any of the Collateral or the validity, effectiveness, perfection, priority or enforceability of the security interests in or liens on any of the Collateralthis Agreement.

Liability of Collateral Agent. The In the absence of gross negligence, willful misconduct or a breach of this Agreement, the Collateral Agent shall be entitled to rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person by whom it purports to be communicated or signed and shall will not be liable to the Bank Agent or any Senior Lender for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the consequences part of such relianceany of its officers, directors, employees or agents. Neither To the extent not paid by the Loan Parties, each Senior Lender hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent nor and each of its officers, directors, employees and agents (collectively, “Indemnitees”) harmless from and against any directorand all liabilities, officercosts, employee claims, damages, penalties, losses and actions of any kind or agent nature whatsoever (including, without ​ limitation, the fees and disbursements of counsel for any Indemnitee) incurred by or asserted against any Indemnitee arising out of or in relation to this Agreement or the Collateral Agent (Documents or its status as used in the immediately following sentence “Collateral Agent” means all of the foregoing) shall be liable for agent hereunder or any action taken or not omitted to be taken by it, him or them under, or in connection with, this Agreement or any of the Financing Documents in the absence of its, his or their gross negligence or willful misconduct. THIS FOREGOING IS INTENDED TO INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKS, FORESEEABLE OR UNFORESEEABLE, INVOLVED IN THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OR ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. As Indemnitee pursuant to any matters not expressly provided for herein or in the Financing Documents, the Collateral Agent shall act or refrain from acting and in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretion, taking into account the interests of all Lenders. The Collateral Agent shall not be obligated to follow any such written directions to the extent that it shall determine that such directions are in conflict with any provision hereof or of any applicable law or regulation or any Financing Document. Neither the Collateral Agent nor any director, officer, employee or agent of the Collateral Agent shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with any of the Financing Collateral Documents and this Agreement, except to the extent arising from the gross negligence, willful misconduct or any payment thereunder; (b) breach of this Agreement, with each Senior Lender being liable only for its Pro Rata Expenses Share, as of the performance or observance date of the occurrence of the event giving rise to the claim for which indemnity is sought, of any such indemnification liability. The obligations of the covenants or agreements Senior Lenders under this Section 2(j) shall survive the payment in full of the Company, any Senior Indebtedness and the termination of its Subsidiaries or any Lender under any of the Financing Documents; (c) the validity, effectiveness or genuineness of the Financing Documents or any other instrument or writing furnished in connection therewith; or (d) the existence, genuineness or value of any of the Collateral or the validity, effectiveness, perfection, priority or enforceability of the security interests in or liens on any of the Collateralthis Agreement.

Liability of Collateral Agent. The Collateral Agent shall be entitled to rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person by whom it purports to be communicated or signed and shall not be liable to any Lender for any of the consequences of such reliance. Neither the Collateral Agent nor any director, officer, employee or agent of the Collateral Agent (as used in the immediately following sentence “Collateral Agent” means all of the foregoing) shall be liable for any action taken or not taken by it, him or them under, or in connection with, this Agreement or any of the Financing Documents in the In absence of its, his or their gross negligence or willful misconduct. THIS FOREGOING IS INTENDED TO INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKS, FORESEEABLE OR UNFORESEEABLE, INVOLVED IN THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OR ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. As to any matters not expressly provided for herein or in the Financing Documents, the Collateral Agent shall will not be liable to the Agent or any Lender for any action or failure to act or refrain from acting in accordance with written instructions from any error of judgment, negligence, mistake or oversight on its part or on the Required Lenders orpart of any of its officers, in the absence of such instructionsdirectors, in accordance with its discretion, taking into account the interests of all Lendersemployees or agents. The Collateral Agent shall not be obligated to follow any such written directions to To the extent that it shall determine that such directions are in conflict with any provision hereof or of any applicable law or regulation or any Financing Document. Neither not paid by the Obligor, each Lender hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent nor and each of its officers, directors, employees and agents (collectively, "Indemnitees") harmless from and against any directorand all liabilities, officercosts, employee claims, damages, penalties, losses and actions of any kind or agent nature whatsoever (including, without limitation, the fees and disbursements of counsel for any Indemnitee) incurred by or asserted against any Indemnitee arising out of or in relation to this Agreement, the Collateral Agent shall Documents, or its status as agent hereunder or any action taken or omitted to be responsible for or have taken by any duty Indemnitee pursuant to ascertain, inquire into or verify (a) any statement, warranty or representation made and in connection accordance with any of the Financing Collateral Documents and this Agreement, except to the extent arising from the gross negligence or any payment thereunder; (b) the performance or observance willful misconduct, with each Lender being liable only for its Pro Rata Expenses Share of any such indemnification liability. The obligations of the covenants or agreements Lenders under this Section 2.10 shall survive the payment in full of the Company, any Senior Indebtedness and the termination of its Subsidiaries or any Lender under any of the Financing Documents; (c) the validity, effectiveness or genuineness of the Financing Documents or any other instrument or writing furnished in connection therewith; or (d) the existence, genuineness or value of any of the Collateral or the validity, effectiveness, perfection, priority or enforceability of the security interests in or liens on any of the Collateralthis Agreement.

Liability of Collateral Agent. The In absence of gross negligence or willful misconduct on the part of the Collateral Agent shall be entitled to rely on or any communication of its officers, directors, employees or document believed by it to be genuine and correct and to have been communicated or signed by agents, the person by whom it purports to be communicated or signed and shall Collateral Agent will not be liable to the Bank Agent or any Senior Lender for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the consequences part of such relianceany of its officers, directors, employees or agents. Neither To the extent not paid by the Loan Parties, each Senior Lender hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent nor and each of its officers, directors, employees and agents (collectively, “Indemnitees”) harmless from and against any directorand all liabilities, officercosts, employee claims, damages, penalties, losses and actions of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for any Indemnitee) incurred by or asserted against any Indemnitee arising out of or in relation to this Agreement or the Collateral Documents or its status as agent hereunder or any action taken or omitted to be taken by any Indemnitee pursuant to and in accordance with any of the Collateral Documents and this Agreement, except to the extent arising from the gross negligence or willful misconduct of the Collateral Agent (as used in the immediately following sentence “Collateral Agent” means all of the foregoing) shall be liable for any action taken or not taken by it, him or them under, or in connection with, this Agreement or any of its officers, directors, employees or agents, with each Senior Lender being liable only for its Pro Rata Expenses Share, as of the Financing Documents in date of the absence occurrence of itsthe event giving rise to the claim for which indemnity is sought, his or their gross negligence or willful misconduct. THIS FOREGOING IS INTENDED TO INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKS, FORESEEABLE OR UNFORESEEABLE, INVOLVED IN THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OR ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. As to of any matters not expressly provided for herein or in the Financing Documents, the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretion, taking into account the interests of all Lendersindemnification liability. The Collateral Agent shall not be obligated to follow any such written directions to the extent that it shall determine that such directions are in conflict with any provision hereof or of any applicable law or regulation or any Financing Document. Neither the Collateral Agent nor any director, officer, employee or agent obligations of the Collateral Agent Senior Lenders under this Section 2(j) shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made survive the payment in connection with any full of the Financing Documents or any payment thereunder; (b) Senior Indebtedness and the performance or observance termination of any of the covenants or agreements of the Company, any of its Subsidiaries or any Lender under any of the Financing Documents; (c) the validity, effectiveness or genuineness of the Financing Documents or any other instrument or writing furnished in connection therewith; or (d) the existence, genuineness or value of any of the Collateral or the validity, effectiveness, perfection, priority or enforceability of the security interests in or liens on any of the Collateralthis Agreement.

Liability of Collateral Agent. The In the absence of gross negligence, willful misconduct or a breach of this Agreement, the Collateral Agent shall be entitled to rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person by whom it purports to be communicated or signed and shall will not be liable to the Bank Agent or any Senior Lender for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the consequences part of such relianceany of its officers, directors, employees or agents. Neither To the extent not paid by the Loan Parties, each Senior Lender hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent nor and each of its officers, directors, employees and agents (collectively, “Indemnitees”) harmless from and against any directorand all liabilities, officercosts, employee claims, damages, penalties, losses and actions of any kind or agent nature whatsoever (including, without limitation, the fees and disbursements of counsel for any Indemnitee) incurred by or asserted against any Indemnitee arising out of or in relation to this Agreement or the Collateral Agent (Documents or its status as used in the immediately following sentence “Collateral Agent” means all of the foregoing) shall be liable for agent hereunder or any action taken or not omitted to be taken by it, him or them under, or in connection with, this Agreement or any of the Financing Documents in the absence of its, his or their gross negligence or willful misconduct. THIS FOREGOING IS INTENDED TO INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKS, FORESEEABLE OR UNFORESEEABLE, INVOLVED IN THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OR ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. As Indemnitee pursuant to any matters not expressly provided for herein or in the Financing Documents, the Collateral Agent shall act or refrain from acting and in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretion, taking into account the interests of all Lenders. The Collateral Agent shall not be obligated to follow any such written directions to the extent that it shall determine that such directions are in conflict with any provision hereof or of any applicable law or regulation or any Financing Document. Neither the Collateral Agent nor any director, officer, employee or agent of the Collateral Agent shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with any of the Financing Collateral Documents and this Agreement, except to the extent arising from the gross negligence, willful misconduct or any payment thereunder; (b) breach of this Agreement, with each Senior Lender being liable only for its Pro Rata Expenses Share, as of the performance or observance date of the occurrence of the event giving rise to the claim for which indemnity is sought, of any such indemnification liability. The obligations of the covenants or agreements Senior Lenders under this Section 2(j) shall survive the payment in full of the Company, any Senior Indebtedness and the termination of its Subsidiaries or any Lender under any of the Financing Documents; (c) the validity, effectiveness or genuineness of the Financing Documents or any other instrument or writing furnished in connection therewith; or (d) the existence, genuineness or value of any of the Collateral or the validity, effectiveness, perfection, priority or enforceability of the security interests in or liens on any of the Collateralthis Agreement.

Liability of Collateral Agent. The Collateral Agent shall be entitled to rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person by whom it purports to be communicated or signed and shall not be liable to any Lender for any of the consequences of such reliance. Neither the Collateral Agent nor any director, officer, employee or agent of the Collateral Agent (as used in the immediately following sentence “Collateral Agent” means all of the foregoing) shall be liable for any action taken or not taken by it, him or them under, or in connection with, this Agreement or any of the Financing Documents in the In absence of its, his or their gross negligence or willful misconduct. THIS FOREGOING IS INTENDED TO INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKS, FORESEEABLE OR UNFORESEEABLE, INVOLVED IN THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OR ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. As to any matters not expressly provided for herein or in the Financing Documents, the Collateral Agent shall will not be liable to the Agent or any Lender for any action or failure to act or refrain from acting in accordance with written instructions from any error of judgment, negligence, mistake or oversight on its part or on the Required Lenders orpart of any of its officers, in the absence of such instructionsdirectors, in accordance with its discretion, taking into account the interests of all Lendersemployees or agents. The Collateral Agent shall not be obligated to follow any such written directions to To the extent that it shall determine that such directions are in conflict with any provision hereof or of any applicable law or regulation or any Financing Document. Neither not paid by the Obligor, each Lender hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent nor and each of its officers, directors, employees and agents (collectively, "Indemnitees") harmless from and against any directorand all liabilities, officercosts, employee claims, damages, penalties, losses and actions of any kind or agent nature whatsoever (including, without limitation, the fees and disbursements of counsel for any Indemnitee) incurred by or asserted against any Indemnitee arising out of or in relation to this Agreement, the Collateral Agent shall Documents, or its status as agent hereunder or any action taken or omitted to be responsible for or have taken by any duty Indemnitee pursuant to ascertain, inquire into or verify (a) any statement, warranty or representation made and in connection accordance with any of the Financing Collateral Documents and this Agreement, except to the extent arising from the gross negligence or any payment thereunder; (b) the performance or observance willful misconduct, with each Lender being liable only for its Pro Rata Expenses Share of any such indemnification liability. The obligations of the covenants or agreements Lenders under this Section 2.10 shall survive the payment in fall of the Company, any Senior Indebtedness and the termination of its Subsidiaries or any Lender under any of the Financing Documents; (c) the validity, effectiveness or genuineness of the Financing Documents or any other instrument or writing furnished in connection therewith; or (d) the existence, genuineness or value of any of the Collateral or the validity, effectiveness, perfection, priority or enforceability of the security interests in or liens on any of the Collateralthis Agreement.

Liability of Collateral Agent. The In the absence of gross negligence, willful misconduct, or a breach of this Agreement in bad faith, the Collateral Agent shall be entitled to rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person by whom it purports to be communicated or signed and shall will not be liable to any Lender Investor for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the consequences part of such relianceany of its officers, directors, employees or agents. Neither To the extent not paid by the Company, each Investor hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent nor and each of its officers, directors, employees and agents (collectively, “lndemnitees”) harmless from and against any directorand all liabilities, officercosts, employee claims, damages, penalties, losses and actions of any kind or agent nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for any Indemnitee) incurred by or asserted against any Indemnitee arising out of or in relation to this Agreement, the Investor Loan Documents, the Pledged Account Documents, or the Collateral Agent (Documents or its status as used in the immediately following sentence “Collateral Agent” means all of the foregoing) shall be liable for agent under this Agreement or any action taken or not omitted to be taken by it, him or them under, or in connection with, this Agreement or any of the Financing Documents in the absence of its, his or their gross negligence or willful misconduct. THIS FOREGOING IS INTENDED TO INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKS, FORESEEABLE OR UNFORESEEABLE, INVOLVED IN THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OR ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. As Indemnitee pursuant to any matters not expressly provided for herein or in the Financing Documents, the Collateral Agent shall act or refrain from acting and in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretion, taking into account the interests of all Lenders. The Collateral Agent shall not be obligated to follow any such written directions to the extent that it shall determine that such directions are in conflict with any provision hereof or of any applicable law or regulation or any Financing Document. Neither the Collateral Agent nor any director, officer, employee or agent of the Collateral Agent shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with any of the Financing Documents Collateral Documents, the Investor Loan Documents, the Pledged Account Documents, and this Agreement, except to the extent arising from the gross negligence, willful misconduct, or any payment thereunder; (b) the performance or observance breach of this Agreement in bad faith, with each Investor being liable only for its Pro Rata Share of any such indemnification liability. The obligations of the covenants or agreements Investors under this Section 4(j) shall survive the payment in full of the Company, any Borrower Obligations and the termination of its Subsidiaries or any Lender under any of the Financing Documents; (c) the validity, effectiveness or genuineness of the Financing Documents or any other instrument or writing furnished in connection therewith; or (d) the existence, genuineness or value of any of the Collateral or the validity, effectiveness, perfection, priority or enforceability of the security interests in or liens on any of the Collateralthis Agreement.