Common use of Indemnification of Bank Clause in Contracts

Indemnification of Bank. You hereby indemnify and hold us, our officers, employees and agents harmless from any and all losses, or claims of any kind arising in connection with the Services provided under this Agreement, except those losses, claims, and expenses (including attorney’s reasonable fees and costs) arising out of the gross negligence or willful misconduct of the Bank or its employees or failure to observe any duty set forth in the Uniform Commercial Code or any banking laws binding upon us, to the extent such duty is not modified or altered by this Agreement. You further indemnify and hold us, our officers, employees and agents harmless from any and all losses or claims of any kind arising out of actions taken or omitted in good faith by us in reliance upon instructions from you. We shall not be responsible or liable for any other entity’s (not under our direct control) acts or omissions including, without limitation, any Federal Reserve Bank or transmission or communication facility. EVEN IF LIABILITY WERE ESTABLISHED FOR ACTUAL DAMAGES, IN NO EVENT SHALL WE OR YOU BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF WHETHER WE OR YOU MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. The limitations and exclusions in this paragraph shall apply to all claims of every kind, nature and description whether arising from breach of contract, breach of warranty, gross negligence or other tort, and shall survive the termination of this Agreement and applicable Treasury Services agreements.

Indemnification of Bank. You hereby indemnify and hold us, our officers, employees and agents harmless from any and all losses, or claims of any kind arising in connection with the Services provided under this Agreement, except those losses, claims, and expenses (including attorney’s 's reasonable fees and costs) arising out of the gross negligence or willful misconduct of the Bank or its employees or failure to observe any duty set forth in the Uniform Commercial Code or any banking laws binding upon us, to the extent such duty is not modified or altered by this Agreement. You further indemnify and hold us, our officers, employees and agents harmless from any and all losses or claims of any kind arising out of actions taken or omitted in good faith by us in reliance upon instructions from you. We shall not be responsible or liable for any other entity’s 's (not under our direct control) acts or omissions including, without limitation, any Federal Reserve Bank or transmission or communication facility. EVEN IF LIABILITY WERE ESTABLISHED FOR ACTUAL DAMAGES, IN NO EVENT SHALL WE OR YOU BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF WHETHER WE OR YOU MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. The limitations and exclusions in this paragraph shall apply to all claims of every kind, nature and description whether arising from breach of contract, breach of warranty, gross negligence or other tort, and shall survive the termination of this Agreement and applicable Treasury Services agreements.

Indemnification of Bank. You hereby agree to indemnify and hold usthe Bank, our its affiliates, and each of their respective directors, officers, employees and agents (each of the foregoing, including the Bank and its affiliates, being an “Indemnified Party”) harmless from any and all losses, or claims claims, demands, causes of any kind arising in connection with the Services provided under this Agreementaction, except those lossesliabilities, claimsdamages, costs, interest, fines, penalties, and expenses (including attorney’s reasonable fees and costswithout limitation any attorneys', Certified Public Accountant, or any other professional fees, whether incurred at trial, on appeal or without litigation) which may at any time or times be imposed upon, incurred or suffered by, or asserted against such Indemnified Party in connection with any acts, omissions or circumstances arising out of or relating to this Agreement, or any breach of this Agreement by you, or the presentation, payment or dishonor of any item drawn on any account of yours, or the acceptance of any item for deposit in any such account, or any other matter or transaction contemplated by this Agreement (other than any such acts or omissions amounting to gross negligence or willful misconduct of on the Bank or its employees or failure to observe any duty set forth in the Uniform Commercial Code or any banking laws binding upon us, to the extent such duty is not modified or altered by this Agreement. You further indemnify and hold us, our officers, employees and agents harmless from any and all losses or claims part of any kind arising out of actions taken or omitted in good faith by us in reliance upon instructions from yousuch Indemnified Party). We shall not be responsible or liable Even if liability is established for any other entity’s (not under our direct control) acts or omissions includingactual damages, without limitationconsistent with Section I, any Federal Reserve Bank or transmission or communication facility. EVEN IF LIABILITY WERE ESTABLISHED FOR ACTUAL DAMAGESparagraph 22, IN NO EVENT SHALL WE ANY INDEMNIFIED PARTY OR YOU BE LIABLE TO THE OTHER ONE ANOTHER FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES PROVIDED FOR UNDER THIS AGREEMENT, REGARDLESS OF WHETHER WE EVEN IF YOU OR YOU MAY AN INDEMNIFIED PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. The limitations and exclusions in this paragraph shall apply to all claims of every kind, nature nature, and description whether arising from breach of contract, breach of warranty, gross negligence or other tort, and shall survive the termination of this Agreement and applicable Treasury Services agreementsAgreement.

Indemnification of Bank. You hereby From and at all times after the date of this Agreement, the Authority shall, to the fullest extent permitted by law, indemnify and hold usharmless the Bank and each director, our officersofficer, employees employee, attorney, agent and agents harmless from affiliate of the Bank (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, or claims damages, liabilities, penalties, costs and expenses of any kind or nature (including without limitation reasonable attorneys' fees, costs and expenses) (other than the giving of notice or a drawing under a Credit Facility) incurred by or asserted against any of the Indemnified Parties, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Authority, any Dealer or any purchaser of Commercial Paper Notes, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the Services provided negotiation, preparation, execution, performance or failure of performance in connection with this Agreement or any transactions contemplated herein (other than the giving of notice or a drawing under this Agreementa Credit Facility), except those losseswhether or not any such Indemnified Party is a party to any such action, claimsproceeding, and expenses (including attorney’s reasonable fees and costs) arising out suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have been directly caused solely from the gross negligence or willful misconduct of such Indemnified Party. The Authority further agrees to indemnify each Indemnified Party for all costs, including without limitation reasonable attorney’s fees, incurred by such Indemnified Party in connection with the enforcement of the Authority’s indemnification obligations hereunder. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Authority. The foregoing indemnity includes, but is not limited to, (a) any action taken or omitted to be taken by the Bank or its any of the Bank's officers or employees upon written, facsimile, telephonic or failure to observe any duty set forth in other electronically transmitted instructions received by the Uniform Commercial Code Bank from, or any banking laws binding upon us, to believed by the extent such duty is not modified or altered by this Agreement. You further indemnify and hold us, our officers, employees and agents harmless from any and all losses or claims of any kind arising out of actions taken or omitted Bank in good faith by us in reliance upon instructions from you. We shall not be responsible to have been given by, the proper person or liable for persons, (b) the Bank's improperly executing or failing to execute any instruction because of unclear instructions, failure of communications media or any other entity’s circumstances beyond the Bank's reasonable control, and (not under our direct controlc) acts the actions or omissions including, without limitation, any Federal Reserve Bank inactions of DTC or transmission or communication facility. EVEN IF LIABILITY WERE ESTABLISHED FOR ACTUAL DAMAGES, IN NO EVENT SHALL WE OR YOU BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF WHETHER WE OR YOU MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAWits nominees. The limitations and exclusions in obligations of the Authority under this paragraph shall apply to all claims of every kind, nature and description whether arising from breach of contract, breach of warranty, gross negligence or other tort, and Section 15 shall survive the any termination of this Agreement and applicable Treasury Services agreementsthe resignation or removal of the Bank.

Indemnification of Bank. You hereby indemnify Borrower agrees to indemnify, defend and hold usBank and BANK ONE CORPORATION, our or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively the "Indemnified Persons") harmless from any and all obligations, claims, liabilities, losses, or claims damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind arising in connection with the Services provided under this Agreement, except those losses, claims, and expenses or nature (including attorney’s reasonable fees and costs) arising out of the gross negligence or willful misconduct of the Bank or its employees or failure to observe any duty set forth in the Uniform Commercial Code or any banking laws binding upon us, to the extent such duty is not modified or altered by this Agreement. You further indemnify and hold us, our officers, employees and agents harmless from any and all losses or claims of any kind arising out of actions taken or omitted in good faith by us in reliance upon instructions from you. We shall not be responsible or liable for any other entity’s (not under our direct control) acts or omissions including, without limitation, any Federal Reserve Bank Indemnified Person's attorneys' fees) (collectively the "Claims") which may be imposed upon, incurred by or transmission assessed against any Indemnified Person (whether or communication facility. EVEN IF LIABILITY WERE ESTABLISHED FOR ACTUAL DAMAGESnot caused by any Indemnified Person's sole, IN NO EVENT SHALL WE OR YOU BE LIABLE TO THE OTHER FOR SPECIALconcurrent, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHINGor contributory negligence) arising out of or relating to this agreement; the exercise of the rights and remedies granted under this agreement (including, PERFORMANCE OR USE OF THE SERVICES PROVIDED UNDER THIS AGREEMENTwithout limitation, REGARDLESS OF WHETHER WE OR YOU MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. The limitations the enforcement of this agreement and exclusions the defense of any Indemnified Person's action or inaction in connection with this paragraph shall apply agreement); and in connection with Borrower's failure to perform all claims of every kindBorrower's obligations under this agreement, nature and description whether arising from breach of contract, breach of warranty, except to the limited extent that the Claims against any such Indemnified Person are proximately caused by such Indemnified Person's gross negligence or other tort, and willful misconduct. The indemnification provided for in this section shall survive the termination of this Agreement agreement and applicable Treasury Services agreementsshall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. Borrower's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting Borrower's assets or Borrower's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which Borrower's indemnification obligations apply, then, upon any Indemnified Person's demand, Borrower, at its sole cost and expense, shall defend such Claim in Borrower's name if necessary, by the attorneys for Borrower's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS, LIABILITIES, PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSON.

Indemnification of Bank. You hereby agree to indemnify and hold usthe Bank, our its affiliates, and each of their respective directors, officers, employees and agents (each of the foregoing, including the Bank and its affiliates, being an “Indemnified Party”) harmless from any and all losses, or claims claims, demands, causes of any kind arising in connection with the Services provided under this Agreementaction, except those lossesliabilities, claimsdamages, costs, interest, fines, penalties, and expenses (including attorney’s reasonable fees and costswithout limitation any attorneys’, Certified Public Accountant, or any other professional fees, whether incurred at trial, on appeal or without litigation) which may at any time or times be imposed upon, incurred or suffered by, or asserted against such Indemnified Party in connection with any acts, omissions or circumstances arising out of or relating to this Agreement, or any breach of this Agreement by you, or the presentation, payment or dishonor of any item drawn on any account of yours, or the acceptance of any item for deposit in any such account, or any other matter or transaction contemplated by this Agreement (other than any such acts or omissions amounting to gross negligence or willful misconduct of on the Bank or its employees or failure to observe any duty set forth in the Uniform Commercial Code or any banking laws binding upon us, to the extent such duty is not modified or altered by this Agreement. You further indemnify and hold us, our officers, employees and agents harmless from any and all losses or claims part of any kind arising out of actions taken or omitted in good faith by us in reliance upon instructions from yousuch Indemnified Party). We shall not be responsible or liable Even if liability is established for any other entity’s (not under our direct control) acts or omissions includingactual damages, without limitationconsistent with Section I, any Federal Reserve Bank or transmission or communication facility. EVEN IF LIABILITY WERE ESTABLISHED FOR ACTUAL DAMAGESparagraph 20, IN NO EVENT SHALL WE ANY INDEMNIFIED PARTY OR YOU BE LIABLE TO THE OTHER ONE ANOTHER FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES PROVIDED FOR UNDER THIS AGREEMENT, REGARDLESS OF WHETHER WE EVEN IF YOU OR YOU MAY AN INDEMNIFIED PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. The limitations and exclusions in this paragraph shall apply to all claims of every kind, nature nature, and description whether arising from breach of contract, breach of warranty, gross negligence or other tort, and shall survive the termination of this Agreement and applicable Treasury Services agreementsAgreement.

Indemnification of Bank. You hereby agree to indemnify and hold usthe Bank, our its affiliates, and each of their respective directors, officers, employees and agents (each of the foregoing, including the Bank and its affiliates, being an “Indemnified Party”) harmless from any and all losses, or claims claims, demands, causes of any kind arising in connection with the Services provided under this Agreementaction, except those lossesliabilities, claimsdamages, costs, interest, fines, penalties, and expenses (including attorney’s reasonable fees and costswithout limitation any attorneys', Certified Public Accountant, or any other professional fees, whether incurred at trial, on appeal or without litigation) which may at any time or times be imposed upon, incurred or suffered by, or asserted against such Indemnified Party in connection with any acts, omissions or circumstances arising out of or relating to this Agreement, or any breach of this Agreement by you, or the presentation, payment or dishonor of any item drawn on any account of yours, or the acceptance of any item for deposit in any such account, or any other matter or transaction contemplated by this Agreement (other than any such acts or omissions amounting to gross negligence or willful misconduct of on the Bank or its employees or failure to observe any duty set forth in the Uniform Commercial Code or any banking laws binding upon us, to the extent such duty is not modified or altered by this Agreement. You further indemnify and hold us, our officers, employees and agents harmless from any and all losses or claims part of any kind arising out of actions taken or omitted in good faith by us in reliance upon instructions from yousuch Indemnified Party). We shall not be responsible or liable Even if liability is established for any other entity’s (not under our direct control) acts or omissions includingactual damages, without limitationconsistent with Section I, any Federal Reserve Bank or transmission or communication facility. EVEN IF LIABILITY WERE ESTABLISHED FOR ACTUAL DAMAGESparagraph 20, IN NO EVENT SHALL WE ANY INDEMNIFIED PARTY OR YOU BE LIABLE TO THE OTHER ONE ANOTHER FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES PROVIDED FOR UNDER THIS AGREEMENT, REGARDLESS OF WHETHER WE EVEN IF YOU OR YOU MAY AN INDEMNIFIED PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. The limitations and exclusions in this paragraph shall apply to all claims of every kind, nature nature, and description whether arising from breach of contract, breach of warranty, gross negligence or other tort, and shall survive the termination of this Agreement and applicable Treasury Services agreementsAgreement.