Common use of Exculpation and Indemnity Clause in Contracts

Exculpation and Indemnity. The Depository Bank shall not be liable, except for its own gross negligence or willful misconduct or its breach of the express terms of this Control Agreement and, except with respect to claims based upon such gross negligence or willful misconduct or any such breach that are successfully asserted against the Depository Bank, the Grantor shall indemnify and hold harmless the Depository Bank (and any successor Depository Bank) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements arising out of and in connection with this Control Agreement.

Exculpation and Indemnity. The Depository Bank shall not be liable, except for its own gross negligence or willful misconduct or its breach of the express terms of this Control Agreement and, except with respect to claims based upon such gross negligence or willful misconduct or any such breach that are successfully asserted against the Depository Bank, the Grantor shall indemnify and hold harmless the Depository Bank (and any successor Depository Bank) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ ' fees and disbursements arising out of and in connection with this Control Agreement.