Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Written Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Written Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall agrees to indemnify each Agent, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless the Custodianfrom, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all losses, claims, demandsdamages, lossesliabilities and related expenses, expenses including the fees, charges and liabilities disbursements of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain counsel for any Indemnitee, incurred by or incur or that may be asserted against an Indemnified Party by any person Indemnitee arising directly out of, in connection with, or indirectly as a result of (i) from the fact that Securities are registered in execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the name performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any such nomineeother transactions contemplated hereby, (ii) from any action taken Loan or omitted to be taken by the Custodian use or such Sub-Custodian (a) at the request or direction of or in reliance on the advice intended use of the Company, or (b) upon Proper Instructions, proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party, the Company or any of its Subsidiaries); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, gross negligence or willful wilful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement)such Indemnitee. This indemnity Section shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Subnot apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Custodian” shall include their respective directors, officers and employeesTax claim.

Indemnification by Company. The (a) No Member shall take, or cause to be taken, any action that would result in any other Member having personal liability for the obligations of the Company or its Subsidiaries. To the fullest extent permitted by law, as the same exists or may hereafter be amended, the Company shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the Custodianright of the Company to procure a judgment in its favor (each, a “Proceeding”), by reason of the fact that such Person is or was a (i) Board Member or Member or an Affiliate thereof (other than the Company), (ii) an officer, director, employee, agent, Affiliate, member or equityholder of a Person named in clause (i), or (iii) if and to the extent determined by the Board, any Sub-Custodian Officer of the Company (the Persons referenced in clauses (i), (ii) and any nominee thereof (iii), each, an “Indemnified Party” and collectivelyIndemnitee”); provided, however, that, the “Indemnified Parties”Company shall not indemnify or advance expenses to an Indemnitee for any act or omission of the Indemnitee constituting fraud, bad faith or intentional misconduct or, in the case of a Board Member, breach of fiduciary duty. (b) No Indemnitee shall be liable to the Company or any Member, or any other Person bound by this Agreement, for monetary damages, except as a result of any action or omission of the Indemnitee constituting (i) fraud, bad faith, intentional misconduct, intentional and material breach of this Agreement, (ii) in the case of a Board Member, breach of fiduciary duty or (iii) in the case of a criminal matter, such Person having acted or failed to act with knowledge that such conduct was unlawful, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). For the avoidance of doubt, nothing herein shall affect the rights and obligations of the parties to any other Transaction Document. (c) Subject to Section 7.11(a) and Section 7.11(b), the Company shall to the fullest extent not prohibited by applicable law pay the expenses (including, without limitation, attorneys’ fees) incurred by an Indemnitee in defending or otherwise participating in any Proceeding in advance of its final disposition; provided, however, that an advancement of expenses incurred by an Indemnitee shall be made only upon the Company’s receipt of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified under this Section 7.11 or otherwise. The rights provided to Indemnitees pursuant to this Section 7.11 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. (d) The rights provided to an Indemnitee pursuant to this Section 7.11 shall not be exclusive of any other right which such Indemnitee may have or hereafter acquire under applicable law, this Agreement, an agreement or otherwise. (e) Any repeal or amendment of this Section 7.11 by the Members or by changes in law, or the adoption of any other provision of this Agreement inconsistent with this Section 7.11, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Company to provide broader indemnification rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. (f) The Company shall purchase and maintain insurance, on behalf of any of the Indemnitees and such other Persons as the Board shall determine, against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or liability that may be asserted against or expenses that may be incurred by such Person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. (g) Any liabilities which an Indemnified Party by Indemnitee incurs as a result of acting on behalf of the Company or the Board (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any person arising directly related trust or indirectly funding mechanism (i) from the fact that Securities whether such liabilities are registered in the name form of any such nominee, (ii) from any action taken or omitted to be taken excise taxes assessed by the Custodian United States Internal Revenue Service, penalties assessed by the U.S. Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such Sub-Custodian plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities or judgments or fines under this Section 7.11. (ah) at Subject to the request or direction other provisions of this Section 7.11, an Indemnitee shall not be denied indemnification in whole or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations part under this Agreement Section 7.11 because the Indemnitee or any sub-custody agreement, provided that neither its Affiliates had an interest in the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating transaction with respect to its refusal or failure to comply with which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement (or including Section 7.12). (i) If any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties Indemnitee believes that it has a claim for indemnification under this Section 7.11, such Indemnitee shall so notify the Company, promptly in writing describing such claim, the amount thereof, if known, and the method of computation of such claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such claim shall have arisen; provided that failure to timely provide the Company such notice shall not affect the right of the Indemnitee to indemnification hereunder, unless (or any sub-custody agreement). and then solely to the extent) that the Company is prejudiced as a result of such failure. (j) This indemnity Section 7.11 shall be a continuing obligation not limit the right of the Company, its successors to the extent and assignsin the manner authorized or permitted by law, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” to indemnify and “Sub-Custodian” shall include their respective directors, officers and employeesto advance expenses to persons other than Indemnitees.

Indemnification by Company. The Company Each Fund shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) related to such Fund that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the CompanyFund, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian an Indemnified Party shall not be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Companyrelevant Fund, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian Bank and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian Bank (a) at the request or direction of or in reliance on the advice of the Company, Company or (b) upon Proper Instructions, or (iiiii) from the performance of its obligations under this Agreement or any sub-custody servicing agreement, provided that neither the Custodian nor any such Sub-Custodian Bank shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody servicing agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody servicing agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms term “Custodian” and “Sub-CustodianBank” shall include their its respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian appointed pursuant to Section 3.3 above and any nominee thereof (each, an “"Indemnified Party” " and collectively, the “"Indemnified Parties”") from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the CompanyCompany , or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreementagreement with a Sub-Custodian appointed pursuant to Section 3.3 above, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). Any amounts owed by the Company to the Custodian under this Article X shall only be paid out of the assets and property of the Fund. This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “"Custodian” " and “"Sub-Custodian” " shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “"Indemnified Party” " and collectively, the “"Indemnified Parties”") from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “"Custodian” " and “"Sub-Custodian” " shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, reasonable expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify hereby indemnifies, holds harmless and hold harmless defends the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectivelyMembers, the “Indemnified Parties”) Manager, the officers and each of their respective agents, officers, directors, members, partners, shareholders and employees from and against any and all claimsloss, demandsexpense, losses, expenses and liabilities of any and every nature damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys' feesfees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) that an Indemnified Party may sustain by reason of or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly out of (i) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any of its assets (but specifically excluding from such indemnity by the fact that Securities are registered in the name Company any so called "bad boy" guaranties or similar agreements which provide for recourse as a result of any such nomineefailure to comply with covenants, willful misconduct or gross negligence, (ii) from any action taken their status as Members, Manager, representatives, employees or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice officers of the Company, or (b) upon Proper Instructions, or (iii) from the performance Company's assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its obligations Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement or any sub-custody agreementby the indemnified party. For the purposes of this Section 14.2, provided that neither officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the Custodian nor purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such Sub-Custodian proceeding relating to the foregoing matters shall be indemnified and held harmless from and against any paid or reimbursed by the Company in advance of the final disposition of such claim, demand, loss, expense or liability arising out proceeding upon receipt by the Company of or relating to its refusal or failure to comply with (x) written affirmation by the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance Person requesting indemnification of its duties under this Agreement good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or any sub-custody agreement). This indemnity on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be a continuing an unlimited general obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesindemnified party but need not be secured.

Indemnification by Company. The Company shall indemnify and hold harmless the CustodianHospira, any Sub-Custodian its Affiliates, officers, directors and any nominee thereof employees (each, an “Indemnified Party” and collectively, the “Indemnified PartiesHospira Indemnitees”) from and against any and all claims, demands, losses, expenses and liabilities Liabilities to the extent such arise out of or are attributable to (a) Company’s breach of any representation or warranty set forth in Section 8.1(a), (b), (c) or (e); (b) any violation of any proprietary right of any Third Party relating to the Active Pharmaceutical Ingredient Specifications, Product Specifications, API, Drug or Product; (c) the use of or lack of safety or efficacy of Drug or Product; (d) any [ * ] on the part of Company, its employees, agents or representatives and every nature which relate to Company’s performance hereunder, and (including reasonable attorneys' feese) any sale of Product by Company or its licensee or distributor or agent in any country without Regulatory Approval; provided, however, Company shall not be obligated to indemnify Hospira Indemnitees to the extent that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly Liability arises from (i) from the fact that Securities are registered in the name Hospira’s breach of any such nomineerepresentation or warranty set forth in Section 8.2(a) or (b), (ii) from any action taken or omitted violation of any proprietary right of any Third Party relating to be taken by Hospira’s manufacturing processes used in the Custodian or such Sub-Custodian (a) at the request or direction manufacture of or in reliance on the advice of the Company, or (b) upon Proper InstructionsProduct pursuant to this Agreement, or (iii) from any [ * ] on the performance part of its obligations under this Agreement or any sub-custody agreementHospira Indemnitee. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claimMARKED BY BRACKETS, demandHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesAS AMENDED.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an are sustained or incurred by the Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), from its breach of its representations and warranties hereunder or from its bad faith, negligence or willful misconduct in the performance of its duties or obligations under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian no Indemnified Party shall be indemnified and or held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement or applicable law (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Sub- Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Written Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, reasonable expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian Bank and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian Bank (a) at the request or direction of or in reliance on the advice of the Company, Company or (b) upon Proper Instructions, or (iiiii) from the performance of its obligations under this Agreement or any sub-custody servicing agreement, provided that neither the Custodian nor any such Sub-Custodian Bank shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody servicing agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody servicing agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms term “Custodian” and “Sub-CustodianBank” shall include their its respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall Custodian”shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify hereby indemnifies, holds harmless and hold harmless defends the CustodianMembers and each of their respective agents, any Sub-Custodian officers, directors, members, partners, shareholders and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) employees from and against any and all claimsloss, demandsexpense, losses, expenses and liabilities of any and every nature damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys' feesfees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) that an Indemnified Party may sustain by reason of or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly out of (i) from their activities on behalf of the fact that Securities are registered Company or in furtherance of the name interests of any such nomineethe Company, (ii) from any action taken their status as Members or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper InstructionsManagers, or (iii) from the performance Company's assets, property, business or affairs (including, without limitation, the actions of its obligations Members of the Company), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement or any sub-custody agreementby the indemnified party. For the purposes of this Section 12.2, provided that neither officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the Custodian nor purposes of this Section 12. Reasonable expenses incurred by the indemnified party in connection with any such Sub-Custodian proceeding relating to the foregoing matters shall be indemnified and held harmless from and against any paid or reimbursed by the Company in advance of the final disposition of such claim, demand, loss, expense or liability arising out proceeding upon receipt by the Company of or relating to its refusal or failure to comply with (x) written affirmation by the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance Person requesting indemnification of its duties under this Agreement good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or any sub-custody agreement). This indemnity on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be a continuing an unlimited general obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesindemnified party but need not be secured.

Indemnification by Company. The Company shall agrees to indemnify and hold harmless the Custodianeach Lender and its respective partners, any Subco-Custodian investors, officers, directors, employees, agents, consultants, attorneys and any nominee thereof advisers (each, an “a "Lender Indemnified Party” and collectively"), the “Indemnified Parties”) from and against any and all actual losses, claims, demandsdamages, lossesliabilities, costs and expenses (including, without limitation, environmental liabilities, costs and expenses and all reasonable fees, expenses and liabilities disbursements of counsel), joint or several (hereinafter collectively referred to as a "Loss" or "Losses"), which may be incurred by or asserted or awarded against any and every nature (including reasonable attorneys' fees) that an Lender Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of connection with or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability manner arising out of or relating to its refusal any investigation, litigation or failure proceeding or the preparation of any defense with respect thereto, arising out of or in connection with or relating to comply this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby, any breach of any representation, warranty or covenant made by the Company in this Agreement, any use made or proposed to be made with the terms proceeds of Lender's respective Note pursuant to this Agreement Agreement, whether or not such investigation, litigation or proceeding is brought by the Company, any of its Subsidiaries, shareholders or creditors, but excluding therefrom any Losses arising out of resulting from (or any sub-custody agreement), or from its bad faith, i) the gross negligence or willful misconduct in of an Lender Indemnified Party, (ii) any violation by an Lender Indemnified Party of any law, governmental regulation or court order applicable to it or (iii) the performance breach by an Lender Indemnified Party of its duties under any provision of this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesother Loan Documents.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement)) or applicable law, or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.