Common use of Liability of Collateral Agent Clause in Contracts

Liability of Collateral Agent. 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 will not be liable to any Secured Creditor for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the part of any of its officers, directors, employees or agents. 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 and each of its officers, directors, employees and agents (collectively, “Indemnitees”) harmless from and against any and all liabilities, costs, 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 determined by a court of competent jurisdiction by final and nonappealable judgment to have constituted the gross negligence or willful misconduct or breach of this Agreement by such Indemnitee, with each Secured Creditor being liable only for its Pro Rata Expenses Share, as of the 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 Secured Creditors under this Section 2(j) shall survive the payment in full of the Secured Obligations and the termination of this Agreement.

Liability of Collateral Agent. 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 The Collateral Agent will 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 Secured Creditor for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the part consequences of any of its officers, directors, employees or agentssuch reliance. To the extent not paid by the Loan Parties, each Secured Creditor hereby severally, and not jointly, agrees to indemnify and hold Neither the Collateral Agent and each nor any director, officer, employee or agent of its officers, directors, employees and agents (collectively, “Indemnitees”) harmless from and against any and all liabilities, costs, 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 Agent shall be liable for any action taken or omitted to be not taken by it or them under, or in connection with, this Agreement or any Indemnitee pursuant of the Financing Documents in the absence of its or their gross negligence or willful misconduct. As to and any matters not expressly provided for herein, 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 or which exposes the Collateral Agent to personal liability. 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 Collateral Financing Documents and this Agreement, except to or any payment thereunder; (b) the extent determined by a court performance or observance of competent jurisdiction by final and nonappealable judgment to have constituted the gross negligence or willful misconduct or breach of this Agreement by such Indemnitee, with each Secured Creditor being liable only for its Pro Rata Expenses Share, as any of the date covenants or agreements of any Obligated Party or any Creditor under any of the occurrence Financing Documents; (c) the validity, effectiveness or genuineness of the event giving rise to Financing Documents or any other instrument or writing furnished in connection therewith; or (d) the claim for which indemnity is soughtexistence, genuineness or value of any such indemnification liability. The obligations of the Secured Creditors under this Section 2(j) shall survive Collateral or the payment in full validity, effectiveness, perfection, priority or enforceability of the Secured Obligations and security interests in or liens on any of the termination of this AgreementCollateral.

Liability of Collateral Agent. 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, Neither the Collateral Agent will not be liable to nor any Secured Creditor for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the part of any of its officers, directors, employees or agents. To the extent not paid sub-agent appointed by the Loan Parties, each Secured Creditor hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent and each of its officers, directors, employees and agents (collectively, “Indemnitees”) harmless from and against any and all liabilities, costs, claims, damages, penalties, losses and actions of any kind or nature whatsoever (including, without limitation, to carry out the fees and disbursements of counsel for any Indemnitee) incurred by or asserted against any Indemnitee arising out of or in relation to functions under this Agreement or the Collateral Documents or its status as agent hereunder or shall (i) be liable for any action taken or omitted to be taken by any Indemnitee pursuant to and of them under or in accordance connection with this Agreement or any of other Collateral Document or the Collateral Documents and this Agreement, transactions contemplated hereby (except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have constituted the for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein or breach required by applicable law) or (ii) be responsible in any manner to any Secured Party for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate thereof, or any officer thereof, contained herein or in any other Collateral 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 Agreement or any other Collateral Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement by such Indemniteeor any other Collateral Document, with each Secured Creditor being liable only or for its Pro Rata Expenses Share, as any failure of the date Company or any Subsidiary or Affiliate thereof or any other party to any Collateral Document to perform its obligations hereunder or thereunder. Neither the Collateral Agent nor any sub-agent appointed by the Collateral Agent to carry out the functions under this Agreement shall be under any obligation to any Secured Party to ascertain or to inquire as to the observance or performance of any of the occurrence agreements contained in, or conditions of, this Agreement or any other Collateral Document, or to inspect the properties, books or records of the event giving rise to Company or any Subsidiary or Affiliate thereof. The Collateral Agent shall not be responsible for the claim for which indemnity is soughtexistence, genuineness or value of any such indemnification liability. The obligations Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, including, without limitation, the Secured Creditors filing, form, content or renewal of UCC financing statements, Mortgages or similar documents or instruments, whether impaired by operation of law or by reason of any action or omission to act on its part under this Section 2(j) shall survive the payment in full of the Secured Obligations and the termination of this AgreementCollateral Documents.

Liability of Collateral Agent. 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 misconduct, or a breach of this AgreementAgreement in bad faith, the Collateral Agent will not be liable to any Secured Creditor Investor for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the part of any of its officers, directors, employees or agents. To the extent not paid by the Loan PartiesCompany, each Secured Creditor Investor hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent and each of its officers, directors, employees and agents (collectively, “Indemniteeslndemnitees”) harmless from and against any and all liabilities, costs, claims, damages, penalties, losses and actions of any kind or 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 Agreement, the Investor Loan Documents, the Pledged Account Documents, or the Collateral Documents or its status as agent hereunder under this Agreement or any action taken or omitted to be taken by any Indemnitee pursuant to and in accordance with any of the Collateral Documents Documents, the Investor Loan Documents, the Pledged Account Documents, and this Agreement, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have constituted arising from the gross negligence or negligence, willful misconduct misconduct, or breach of this Agreement by such Indemniteein bad faith, with each Secured Creditor Investor being liable only for its Pro Rata Expenses Share, as of the date of the occurrence of the event giving rise to the claim for which indemnity is sought, Share of any such indemnification liability. The obligations of the Secured Creditors Investors under this Section 2(j4(j) shall survive the payment in full of the Secured Borrower Obligations and the termination of this Agreement.

Liability of Collateral Agent. 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 will not be liable to the Bank Agent or any Secured Creditor Senior Lender for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the part of any of its officers, directors, employees or agents. To the extent not paid by the Loan Parties, each Secured Creditor Senior Lender hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent and each of its officers, directors, employees and agents (collectively, “Indemnitees”) harmless from and against any and all liabilities, costs, 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 determined by a court of competent jurisdiction by final and nonappealable judgment to have constituted arising from the gross negligence or negligence, willful misconduct or breach of this Agreement by such IndemniteeAgreement, with each Secured Creditor Senior Lender being liable only for its Pro Rata Expenses Share, as of the 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 Secured Creditors Senior Lenders under this Section 2(j) shall survive the payment in full of the Secured Obligations Senior Indebtedness and the termination of this Agreement.

Liability of Collateral Agent. In the absence of the determination by a court of competent jurisdiction by final and nonappealable judgment that such action gross negligence or failure to act has constituted gross negligence, willful misconduct on the part of the Collateral Agent or a breach any of this Agreementits officers, directors, employees or agents, the Collateral Agent will not be liable to the Bank Agent or any Secured Creditor Senior Lender for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the part of any of its officers, directors, employees or agents. To the extent not paid by the Loan Parties, each Secured Creditor Senior Lender hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent and each of its officers, directors, employees and agents (collectively, “Indemnitees”) harmless from and against any and all liabilities, costs, 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 determined by a court of competent jurisdiction by final and nonappealable judgment to have constituted arising from the gross negligence or willful misconduct of the Collateral Agent or breach any of this Agreement by such Indemniteeits officers, directors, employees or agents, with each Secured Creditor Senior Lender being liable only for its Pro Rata Expenses Share, as of the 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 Secured Creditors Senior Lenders under this Section 2(j) shall survive the payment in full of the Secured Obligations Senior Indebtedness and the termination of this Agreement.

Liability of Collateral Agent. 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 will not be liable to the Bank Agent or any Secured Creditor Senior Lender for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the part of any of its officers, directors, employees or agents. To the extent not paid by the Loan Parties, each Secured Creditor Senior Lender hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent and each of its officers, directors, employees and agents (collectively, “Indemnitees”) harmless from and against any and all liabilities, costs, 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 determined by a court of competent jurisdiction by final and nonappealable judgment to have constituted arising from the gross negligence or negligence, willful misconduct or breach of this Agreement by such IndemniteeAgreement, with each Secured Creditor Senior Lender being liable only for its Pro Rata Expenses Share, as of the 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 Secured Creditors Senior Lenders under this Section 2(j) shall survive the payment in full of the Secured Obligations Senior Indebtedness and the termination of this Agreement.

Liability of Collateral Agent. In the absence of the determination by a court of competent jurisdiction by final and nonappealable judgment that such action gross negligence or failure to act has constituted gross negligence, willful misconduct or a breach of this Agreementmisconduct, the Collateral Agent will not be liable to the Agent or any Secured Creditor Lender for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the part of any of its officers, directors, employees or agents. To the extent not paid by the Loan PartiesObligor, each Secured Creditor Lender hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent and each of its officers, directors, employees and agents (collectively, “"Indemnitees”") harmless from and against any and all liabilities, costs, 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 Agreement, the Collateral Documents 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 determined by a court of competent jurisdiction by final and nonappealable judgment to have constituted arising from the gross negligence or willful misconduct or breach of this Agreement by such Indemniteemisconduct, with each Secured Creditor Lender being liable only for its Pro Rata Expenses Share, as of the date of the occurrence of the event giving rise to the claim for which indemnity is sought, Share of any such indemnification liability. The obligations of the Secured Creditors Lenders under this Section 2(j) 2.10 shall survive the payment in full of the Secured Obligations Senior Indebtedness and the termination of this Agreement.