Common use of Fees and Indemnification of Security Agent Clause in Contracts

Fees and Indemnification of Security Agent. The Borrower agrees to pay the reasonable fees of the Security Agent as compensation for its services under this Agreement. In addition, the Borrower assumes liability for, and agrees to indemnify, protect, save and keep harmless the Agent and the Security Agent and its successors, assigns, agents and servants from and against, any and all claims, liabilities, obligations, losses, damages, penalties, costs and expenses that may be imposed on, incurred by, or asserted against, at any time, the Agent or the Security Agent and in any way relating to or arising out of the execution and delivery of this Agreement, the establishment of the Accounts, the acceptance of deposits, the purchase or sale of Permitted Investments, the retention of cash and Permitted Investments or the proceeds thereof and any payment, transfer or other application of cash or Permitted Investments by the Agent or the Security Agent in accordance with the provisions of this Agreement, or as may arise by reason of any act, omission or error of the Agent or the Security Agent made in good faith in the conduct of its duties; except that the Borrower shall not be required to indemnify, protect, save and keep harmless the Agent or the Security Agent, as the case may be, against its own gross negligence or willful misconduct. The indemnities contained in this Section 8.01 shall survive the termination of this Agreement.

Fees and Indemnification of Security Agent. The Borrower Lessee agrees to pay the reasonable fees of the Security Agent as compensation for its services under this Agreement. In addition, the Borrower Lessee assumes liability for, and agrees to indemnify, protect, save and keep harmless the Agent and the Security Agent and its respective officers, employees, successors, assigns, agents and servants from and against, any and all claims, liabilities, obligations, losses, damages, penalties, costs and expenses (including reasonable attorney's fees and expenses) that may be imposed on, incurred by, or asserted against, at any time, the Security Agent or the Security Agent its respective officers and employees and in any way relating to or arising out of the execution and delivery of this Agreement, the establishment of the Accounts, the acceptance of deposits, the purchase or sale of Permitted Investments, the retention of cash and cash, Permitted Investments or the proceeds thereof and any payment, transfer or other application of cash or Permitted Investments by the Agent or the Security Agent in accordance with the provisions of this Agreement, or as may arise by reason of any act, omission or error of the Agent or the Security Agent made in good faith in the conduct of its duties; except that the Borrower Lessee shall not be required to indemnify, protect, save and keep harmless the Security Agent or the Security Agent, as the case may be, against its own gross negligence negligence, active or passive, or willful misconduct. The indemnities contained in this Section 8.01 9.1 shall survive the termination of this Agreement.