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communication, instrument or document believed by it to be genuine and correct and to have been signed <br />or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on <br />opinions and judgments of attorneys (who may be attorneys for the Pledgor and their Subsidiaries), <br />accountants, experts and other professional advisors selected by it; and (ii) no Secured Party shall have <br />any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent <br />acting or refraining from acting hereunder or under any of the Security Documents in accordance with the <br />Credit Agreement or, in the limited circumstances specified in Section 8.1(b) hereof, the instructions of <br />the Majority Holders. <br />(c) Without limiting the indemnification provisions of the Credit Agreement, each of the Secured <br />Parties not party to the Credit Agreement severally agrees to indemnify the Administrative Agent, to the <br />extent that the Administrative Agent shall not have been reimbursed by any Loan Party, for and against <br />any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses <br />(including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may <br />be imposed on, incurred by or asserted against the Administrative Agent in exercising its powers, rights <br />and remedies or performing its duties hereunder or under the Security Documents or otherwise in its <br />capacity as the Administrative Agent in any way relating to or arising out of this Agreement or the <br />Security Documents; provided, no such Secured Party shall be liable for any portion of such liabilities, <br />obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements <br />resulting solely and proximately from the Administrative Agent's gross negligence or willful misconduct, <br />as determined by a final, non -appealable judgment of a court of competent jurisdiction. If any indemnity <br />furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, <br />be insufficient or become impaired, the Administrative Agent may call for additional indemnity and <br />cease, or not commence, to do the acts insufficiently indemnified against until such additional indemnity <br />is furnished. <br />(d) No direction given to the Administrative Agent by the Secured Parties which imposes, or <br />purports to impose, upon the Administrative Agent any obligation not set forth in or arising under this <br />Agreement or any Security Document accepted or entered into by the Administrative Agent shall be <br />binding upon the Administrative Agent. <br />(e) Prior to Payment in Full, the Administrative Agent may resign at any time in accordance with <br />Section 9.06 of the Credit Agreement. After the Administrative Agent's resignation in accordance with <br />Section 9.06 of the Credit Agreement, the provisions of Section 8 hereof and of Section 9.06 of the Credit <br />Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by <br />it while it was acting as the Administrative Agent. Upon the acceptance of any appointment as the <br />Administrative Agent by a successor Administrative Agent in accordance with Section 9.06 of the Credit <br />Agreement, the retiring Administrative Agent shall promptly transfer all Collateral within its possession <br />or control to the possession or control of the successor Administrative Agent and shall execute and <br />deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights <br />of the Administrative Agent in respect of the Collateral to the successor Administrative Agent. From and <br />after Payment in Full, the Majority Holders shall be entitled to appoint the successor agent upon the <br />resignation of the Administrative Agent. <br />15 <br />NY\5929604.13 <br />