Common use of Indemnification by Collateral Custodian Clause in Contracts

Indemnification by Collateral Custodian. The Collateral Custodian, in its capacity as custodian of the Receivable Files, shall indemnify and hold harmless the Secured Parties and each of their respective officers, directors, employees and agents from and against any and all loss, liability or expense that may be imposed on, incurred or asserted against the Secured Parties and each of their respective officers, directors, employees and agents as the result of the Collateral Custodian’s willful misconduct, bad faith, or gross negligence relating to the maintenance and custody of the Receivable Files by the Collateral Custodian; provided, that the Collateral Custodian shall not be liable for any portion of any such loss, liability, or expense resulting from the willful misfeasance, bad faith, or gross negligence of any Secured Party.