Common use of Indemnification of the Collateral Custodian Clause in Contracts

Indemnification of the Collateral Custodian. Each Lender agrees to indemnify the Collateral Custodian from and against any and all reasonable and documented out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (including reasonable and documented attorney’s fees and expenses and court costs, (but excluding the fees and expenses of its internal legal counsel and all ordinary internal costs, consisting of overhead and employee costs and expenses incurred by such Indemnitee in connection with its obligations under the Transaction Documents) of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Collateral Custodian in any way relating to or arising out of this Agreement or any of the other Transaction Documents, including those incurred in connection with any action taken or omitted by the Collateral Custodian hereunder or thereunder; provided that (a) the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Custodian's gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction and (b) no action taken in accordance with the directions of the Majority Lenders, the Lenders or the Borrower shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IX.

Indemnification of the Collateral Custodian. Each Lender agrees to indemnify the Collateral Custodian from and against any and all reasonable and documented out-of-pocket out‐of‐pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (including reasonable and documented attorney’s fees and expenses and court costs, (but excluding the fees and expenses of its internal legal counsel and all ordinary internal costs, consisting of overhead and employee costs and expenses incurred by such Indemnitee in connection with its obligations under the Transaction Documents) of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Collateral Custodian in any way relating to or arising out of this Agreement or any of the other Transaction Documents, including those incurred in connection with any action taken or omitted by the Collateral Custodian hereunder or thereunder; provided that (a) the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Custodian's gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction and (b) no action taken in accordance with the directions of the Majority Lenders, the Lenders or the Borrower shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IX.. SECTION 9.13 In executing, delivering and performing under this Agreement and any other Transaction Document, each of the Account Bank and the Administrative Agent shall be entitled to all of the same rights, benefits, protections, immunities and indemnities granted to the Collateral Custodian in this Agreement, mutatis mutandis; provided that such rights, benefits, protection, immunities and indemnities are in addition to any rights, benefits, protection, immunities and indemnities provided to the Account Bank or the Administrative Agent in this Agreement or any other Transaction Document. ARTICLE X.

Indemnification of the Collateral Custodian. Each Lender agrees to indemnify the Collateral Custodian from and against any and all reasonable and documented out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (including reasonable and documented attorney’s fees and expenses and court costs, (but excluding the fees and expenses of its internal legal counsel and all ordinary internal costs, consisting of overhead and employee costs and expenses incurred by such Indemnitee in connection with its obligations under the Transaction Documents) of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Collateral Custodian in any way relating to or arising out of this Agreement or any of the other Transaction Documents, including those incurred in connection with or any action taken or omitted by the Collateral Custodian hereunder or thereunder; provided that (a) the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Custodian's ’s bad faith, gross negligence or willful misconduct as determined in a final decision by a court with respect to the performance of competent jurisdiction its obligations under this Agreement and (b) no action taken in accordance with the directions of the Administrative Agent (acting at the direction of the Majority Lenders), the Majority Lenders, the Lenders or the Borrower shall be deemed to constitute bad faith, gross negligence or willful misconduct this Agreement for purposes of this Article IX. The obligations of the Lenders under this Section 9.12 shall survive the resignation or removal of the Collateral Custodian or the termination of this Agreement.