Common use of Indemnification of Collateral Agent Clause in Contracts

Indemnification of Collateral Agent. (a) Grantor hereby agrees to indemnify the Collateral Agent in its capacity as such and in its individual capacity from and against any and all claims, liabilities, (including all environmental liabilities), obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Collateral Agent in its capacity as such and in its individual capacity in any way relating to or arising out of (i) this Deed of Trust or any of the documents evidencing or relating to the Obligations, or the performance of its duties as Collateral Agent hereunder, or any action taken or omitted by the Collateral Agent in its capacity as such under or in connection with this Deed of Trust, including, without limitation, enforcement of this Deed of Trust, provided that Grantor shall not be liable for the payment of any portion of such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that any of the foregoing result from the Collateral Agent’s negligence, willful misconduct, or bad faith, or (ii) any refund or adjustment of any amount paid or payable to the Collateral Agent under or in respect of any of the Mortgaged Property, or any interest therein, which may be ordered or otherwise required by any Person. Grantor shall not have any liability for any punitive, special, indirect or consequential damages under this Deed of Trust (except, in the case of Grantor’s obligations to indemnify Collateral Agent, to the extent Collateral Agent is found liable for any punitive, special, indirect, or consequential damages to a third party). (b) The indemnities provided hereunder shall survive the termination of this Deed of Trust and the resignation or removal of the Collateral Agent.

Indemnification of Collateral Agent. (a) Grantor hereby agrees to indemnify the The Collateral Agent in its capacity as such and in its individual capacity from and against shall be indemnified by the Secured Parties (to the extent not reimbursed under Section 8(g) of the Pledge Agreement), ratably on the basis of the respective principal or face amounts of the Obligations then outstanding, for any and all claims, liabilities, (including all environmental liabilities), obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which that may at any time be imposed on, incurred by or asserted against the Collateral Agent in its capacity as such and in its individual capacity in any way relating to or arising out of (i) the actions of the Collateral Agent under this Deed Intercreditor Agreement or the Pledge Agreement or the transactions contemplated thereby or the enforcement of Trust or any of the terms thereof or of any such other documents evidencing or relating to the Obligations, or the performance of its duties as Collateral Agent hereunder, or any action taken or omitted by the Collateral Agent in its capacity as such under or in connection with this Deed of Trust, including, without limitation, enforcement all expenses, compensation, disbursements, advances, losses or liabilities of this Deed the type described in Section 8(g) of Trustthe Pledge Agreement, provided that Grantor no Secured Party shall not be liable for the payment of any portion of such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that any of the foregoing result to the extent they arise from the Collateral Agent’s negligence, gross negligence or willful misconduct, or bad faith, or (ii) any refund or adjustment . Each Secured Party shall be subrogated to the rights of any amount paid or payable to the Collateral Agent under with respect to all amounts paid by it pursuant to this paragraph, and all such amounts shall constitute Bank Credit Agreement Obligations or Senior Note Obligations, as the case may be. Notwithstanding any other provision of this Intercreditor Agreement or the Pledge Agreement, the Collateral Agent shall in respect of all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Secured Parties against any of the Mortgaged Property, or any interest therein, which and all liability and expense that may be ordered incurred by it by reason of taking or otherwise required by continuing to take any Person. Grantor shall not have any liability for any punitive, special, indirect or consequential damages under this Deed of Trust (except, in the case of Grantor’s obligations to indemnify Collateral Agent, to the extent Collateral Agent is found liable for any punitive, special, indirect, or consequential damages to a third party)such action. (b) The indemnities provided hereunder shall survive the termination of this Deed of Trust and the resignation or removal of the Collateral Agent.

Indemnification of Collateral Agent. (ai) Grantor hereby the Company agrees to indemnify the Collateral Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Agreement, including, but not limited to, the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its capacity as such powers or duties hereunder, and in any loss, liability, expense or claim arising out of its individual capacity from and against possession, management, control, use or operation of the Collateral. (ii) Each Secured Party agrees to indemnify Collateral Agent on a pro rata basis based upon the amount of the Obligations owed thereto, for any and all claims, liabilities, (including all environmental liabilities), obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which that may at any time be imposed on, incurred by or asserted against the Collateral Agent in its capacity as such and in its individual capacity in any way relating to or arising out of (i) this Deed the actions of Trust Collateral Agent hereunder or the transactions contemplated thereby or the enforcement of any of the documents evidencing terms thereof or relating to the Obligations, or the performance of its duties as Collateral Agent hereunder, or any action taken or omitted by the Collateral Agent in its capacity as such under or in connection with this Deed of Trust, including, without limitation, enforcement of this Deed of Trustother documents, provided that Grantor none of the Secured Parties (other than any Secured Party that also is Collateral Agent) shall not be liable for the payment of any portion of such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that any of the foregoing result to the extent they arise from the Collateral Agent’s gross negligence, willful misconduct, misconduct or bad faith, or (ii) any refund or adjustment knowing violations of any amount paid or payable to the Collateral Agent under or in respect of any of the Mortgaged Property, or any interest therein, which may be ordered or otherwise required law by any Person. Grantor shall not have any liability for any punitive, special, indirect or consequential damages under this Deed of Trust (except, in the case of Grantor’s obligations to indemnify Collateral Agent, to the extent Collateral Agent is found liable for any punitive, special, indirect, or consequential damages to a third party). (biii) The indemnities provided hereunder shall survive the termination Notwithstanding any other provision of this Deed Agreement, Collateral Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Company and each Secured Party against any and all liability and expense that may be incurred by it by reason of Trust and the resignation taking or removal of the Collateral Agentcontinuing to take any such action.