Common use of Document Custodian Compensation and Indemnification Clause in Contracts

Document Custodian Compensation and Indemnification. As compensation for its Document Custodian activities hereunder, the Document Custodian shall be entitled to fees pursuant to Collateral Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter. The Document Custodian’s entitlement to receive the fees under the Collateral Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter shall cease on the earlier to occur of: (i) its removal as Document Custodian and appointment and acceptance by the successor custodian pursuant to Section 14.05 and the Document Custodian has ceased to hold any Related Documents or (ii) the termination of this Agreement. Upon termination of this Agreement or earlier resignation or removal of the Document Custodian, the Borrower shall pay to the Document Custodian such compensation, and shall likewise reimburse the Document Custodian for its costs, expenses and disbursements, as may be due as of the date of such termination, resignation or removal, as the case may be. For the avoidance of doubt, the Document Custodian shall be entitled to all of the benefits of the indemnification provisions to the extent and in the manner set forth in Section 16.04. All indemnifications in favor of the Document Custodian under this Agreement shall survive the termination of this Agreement, or any resignation or removal of the Document Custodian. The Borrower agrees to pay or reimburse to the Document Custodian upon its request from time to time all costs, disbursements, advances, and expenses (including reasonable fees and expenses of agents, experts and legal counsel) incurred, in connection with the preparation, execution, performance or enforcement of this Agreement, or in connection with the transactions contemplated hereby or performance by the Document Custodian of its duties and services under this Agreement (including costs and expenses of any action deemed necessary by the Document Custodian to collect any amounts owing to it under this Agreement).

Document Custodian Compensation and Indemnification. As compensation for its Document Custodian activities hereunder, the Document Custodian shall be entitled to fees pursuant to Collateral Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter. The Document Custodian’s entitlement to receive the fees under the Collateral Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter shall cease on the earlier to occur of: (i) its removal as Document Custodian and appointment and acceptance by the successor custodian pursuant to Section 14.05 and the Document Custodian has ceased to hold any Related Documents or (ii) the termination of this Agreement. Upon termination of this Agreement or earlier resignation or removal of the Document Custodian, the Borrower shall pay to the Document Custodian such compensation, and shall likewise reimburse the Document Custodian for its costs, expenses and disbursements, as may be due as of the date of such termination, resignation or removal, as the case may be. For the avoidance of doubt, the Document Custodian shall be entitled to all of the benefits of the indemnification provisions to the extent and in the manner set forth in Section 16.04. All indemnifications in favor of the Document Custodian under this Agreement shall survive the termination of this Agreement, or any resignation or removal of the Document Custodian. The Borrower agrees to pay or reimburse to the Document Custodian upon its request from time to time all costs, disbursements, advances, and expenses (including reasonable fees and expenses of agents, experts and legal counsel) incurred, in connection with the preparation, execution, performance or enforcement of this Agreement, or in connection with the transactions contemplated hereby or performance by the Document Custodian of its duties and services under this Agreement (including costs and expenses of any action deemed necessary by the Document Custodian to collect any amounts owing to it under this Agreement). Section 14.05.