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The Agent and the Collateral Agent may consult with legal counsel (including counsel for any DJT Entity), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such Agent is not reimbursed and indemnified by any DJT Entity, each Lender will reimburse and indemnify the Agent and the Collateral Agent, in proportion to the amount of its respective Deferred Principal Obligation representing a Covered Debt Obligation outstanding as of the Closing Date, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent or the Collateral Agent in performing its duties hereunder or under the Collateral Agreements, in any way relating to or arising out of this Agreement or the Collateral Agreements; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from, in the case of the Agent, the Agent's gross negligence or willful misconduct or, in the case of the Collateral Agent, the Collateral "holdem" Agent's gross negligence or willful misconduct. A dispute arose, and the surrounding courtiers all remained silent: zynga.
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