Common use of Indemnification of Securities Intermediary Clause in Contracts

Indemnification of Securities Intermediary. (a) The Grantor and the Secured Party hereby agree that (x) the Securities Intermediary is released from any and all liabilities to the Grantor and the Secured Party arising from the terms of this Agreement and the compliance of the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s bad faith, willful misconduct or negligence and (y) the Grantor, its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any loss, liability or expense incurred without bad faith, willful misconduct or negligence on the part of the Securities Intermediary, its officers, directors and agents, arising out of or in connection with the execution and performance of this Agreement or the maintenance of the Pledged Accounts, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder. Anything in this Agreement notwithstanding, in no event shall the Securities Intermediary or Secured Party be liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Securities Intermediary or the Secured Party has been advised of such loss or damage and regardless of the form of action. The provisions of this Section shall survive termination of this Agreement and the resignation or removal of the Securities Intermediary for any reason.

Indemnification of Securities Intermediary. (a) The Grantor and the Secured Credit Party hereby agree agrees that (xi) the Securities Intermediary is released from any and all liabilities to the Grantor and the Secured Credit Party arising from the terms of this Account Control Agreement and the compliance of by the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s bad faith, willful misconduct or gross negligence and (yii) the GrantorCredit Party, its successors and permitted assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any loss, liability or expense incurred without bad faith, willful misconduct or negligence on the part of the Securities Intermediary, its affiliates and the respective directors, officers, directors trustees, agents and agents, arising out of or in connection with the execution and performance of this Agreement or the maintenance employees of the Pledged Accountsforegoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, including the reasonable obligations, losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of defending themselves any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by, imposed on or asserted against any claim or liability such Indemnitee in connection with any investigation or administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Account Control Agreement or in any other way connected with the exercise or performance enforcement of any of their powers the terms of, or the preservation of any rights hereunder, or in any way relating to or arising out of the maintenance, delivery, control, acceptance, possession, return or other disposition of the Account or any Pledged Interests on deposit therein or credited thereto, the violation of the laws of any country, state or other governmental body or unit, or any tort or contract claim; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment or order. In performing its duties hereunder. Anything in this Agreement notwithstanding, in no event shall the Securities Intermediary or Secured Party shall be liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if entitled to rely upon notices and other communications it believes in good faith to have been originated by the Securities Intermediary or the Secured Party has been advised of such loss or damage and regardless of the form of action. The provisions of this Section shall survive termination of this Agreement and the resignation or removal of the Securities Intermediary for any reasonappropriate party.

Indemnification of Securities Intermediary. (a) The Grantor From and at all times after the date of this Agreement, the Secured Party hereby agree that (x) and the Debtor, jointly and severally, shall, to the fullest extent permitted by law, defend, indemnify and hold harmless Securities Intermediary is released from any and all liabilities to the Grantor each director, officer, employee, attorney, agent and the Secured Party arising from the terms of this Agreement and the compliance affiliate of the Securities Intermediary with (collectively, the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s bad faith, willful misconduct or negligence and (y“Indemnified Parties”) the Grantor, its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any lossand all actions, liability claims (whether or expense incurred without bad faithnot valid), willful misconduct or negligence on the part of the Securities Intermediarylosses, its officersdamages, directors and agentsliabilities, arising out of or in connection with the execution and performance of this Agreement or the maintenance of the Pledged Accounts, including the reasonable costs and expenses of defending themselves any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any claim of the Indemnified Parties from and after the date hereof, whether direct, indirect or liability consequential, as a result of or arising from or in connection with any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the exercise or performance of any of their powers or duties hereunder. Anything in this Agreement notwithstanding, in no event shall the Securities Intermediary or Secured Party be liable or the Debtor, whether threatened or initiated, asserting a claim for specialany legal or equitable remedy against any person under any statute or regulation, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits)any federal or state securities laws, even if or under any common law or equitable cause or otherwise, arising from or in connection with the Securities Intermediary negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, 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 resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. 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 Secured Party has been advised of such loss or damage and regardless the Debtor jointly and severally. The obligations of the form of action. The provisions of Secured Party and the Debtor under this Section 17 shall survive any termination of this Agreement and the resignation or removal of the Securities Intermediary for any reasonIntermediary.

Indemnification of Securities Intermediary. (a) The Grantor and the Secured Loan Party hereby agree agrees that (xi) the Securities Intermediary is released from any and all liabilities to the Grantor and the Secured Loan Party arising from the terms of this Account Control Agreement and the compliance of by the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s bad faith, willful misconduct or gross negligence and (yii) the GrantorLoan Party, its successors and permitted assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any loss, liability or expense incurred without bad faith, willful misconduct or negligence on the part of the Securities Intermediary, its affiliates and the respective directors, officers, directors trustees, agents and agents, arising out of or in connection with the execution and performance of this Agreement or the maintenance employees of the Pledged Accountsforegoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, including the reasonable obligations, losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of defending themselves any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by, imposed on or asserted against any claim or liability such Indemnitee in connection with any investigation or administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Account Control Agreement or in any other way connected with the exercise or performance enforcement of any of their powers the terms of, or the preservation of any rights hereunder, or in any way relating to or arising out of the maintenance, delivery, control, acceptance, possession, return or other disposition of the Account or any Pledged Interests on deposit therein or credited thereto, the violation of the laws of any country, state or other governmental body or unit, or any tort or contract claim; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment or order. In performing its duties hereunder. Anything in this Agreement notwithstanding, in no event shall the Securities Intermediary or Secured Party shall be liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if entitled to rely upon notices and other communications it believes in good faith to have been originated by the Securities Intermediary or the Secured Party has been advised of such loss or damage and regardless of the form of action. The provisions of this Section shall survive termination of this Agreement and the resignation or removal of the Securities Intermediary for any reasonappropriate party.

Indemnification of Securities Intermediary. (a) The Grantor and the Secured Loan Party hereby agree agrees that (xi) the Securities Intermediary is released from any and all liabilities to the Grantor and the Secured Loan Party arising from the terms of this Account Control Agreement and the compliance of by the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s bad faith, willful misconduct or negligence gross negligence, and (yii) the GrantorLoan Party, its successors and permitted assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any loss, liability or expense incurred without bad faith, willful misconduct or negligence on the part of the Securities Intermediary, its affiliates and the respective directors, officers, directors trustees, agents and agents, arising out of or in connection with the execution and performance of this Agreement or the maintenance employees of the Pledged Accountsforegoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, including the reasonable obligations, losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of defending themselves any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by, imposed on or asserted against any claim or liability such Indemnitee in connection with any investigation or administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Account Control Agreement or in any other way connected with the exercise or performance enforcement of any of their powers the terms hereof, or the preservation of any rights hereunder, or in any way relating to or arising out of the maintenance, delivery, control, acceptance, possession, return or other disposition of the Account or any Pledged Interests on deposit therein or credited thereto, the violation of the Laws of any country, state or other governmental body or unit, or any tort or contract claim; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment or order. In performing its duties hereunder. Anything in this Agreement notwithstanding, in no event shall the Securities Intermediary or Secured Party shall be liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if entitled to rely upon notices and other communications it believes in good faith to have been originated by the Securities Intermediary or the Secured Party has been advised of such loss or damage and regardless of the form of action. The provisions of this Section shall survive termination of this Agreement and the resignation or removal of the Securities Intermediary for any reasonappropriate party.

Indemnification of Securities Intermediary. (a) The Grantor Debtor, the Servicer and the Trustee, for the benefit of the Secured Party Parties, hereby agree that (xa) the Securities Intermediary is released from any and all liabilities to the Grantor Debtor, the Servicer and the Secured Party Trustee arising from the terms of this Agreement and the compliance of the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s bad faith, willful misconduct or negligence gross negligence, and (yb) the GrantorDebtor, its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any loss, liability or expense (including, without limitation, reasonable attorney’s fees and expenses) incurred without bad faithgross negligence, willful misconduct or negligence bad faith on the part of the Securities Intermediary, its officers, directors and agents, arising out of or in connection with the execution and performance of this Agreement or the maintenance of the Pledged Securities Accounts, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder, until the termination of this Agreement. Anything in Notwithstanding any other provision of this Agreement notwithstandingAgreement, in no event shall the Trustee, the Secured Parties, the Servicer or the Securities Intermediary or Secured Party be liable for special, indirect, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee, the Secured Parties, the Servicer or the Securities Intermediary or the Secured Party has been advised of such loss or damage and regardless of the form of action. The provisions of indemnities in this Section 12 shall survive the termination of this Agreement and the resignation or removal of the Securities Intermediary for any reasonAgreement.

Indemnification of Securities Intermediary. (a) The Grantor Debtor and the Secured Party hereby agree that (xa) the Securities Intermediary is released from any and all liabilities to the Grantor Debtor and the Secured Party arising from the terms of this Agreement and the compliance of the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s bad faith, gross negligence or willful misconduct (provided that Intermediary shall in no event be liable for any incidental, consequential or negligence punitive damages), and (yb) the GrantorDebtor, its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary and its affiliates and agents from and against any lossand all claims, liability or expense incurred without bad faith, willful misconduct or negligence on the part actions and suits of the Securities Intermediary, its officers, directors and agents, others arising out of or in connection with the execution and performance terms of this Agreement or the maintenance compliance of the Pledged AccountsIntermediary with the terms hereof, including except to the reasonable costs extent that such arises from the gross negligence and willful misconduct of the Intermediary, its affiliates or its agents, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of defending themselves against every nature and character arising by reason of the same (including any claim fees or liability in connection charges with respect to the exercise or performance Securities Account), until the termination of this Agreement. Notwithstanding any of their powers or duties hereunder. Anything provision to the contrary, the indemnification provided and any waiver set forth in this Agreement notwithstanding, in no event shall the Securities Intermediary or not apply to any legal action between Debtor and Secured Party be liable for specialwherein Debtor asserts a right, indirectclaim or cause of action that existed prior to the execution hereof, provided, however, that Debtor hereby agrees not to raise, assert or consequential loss otherwise interpose any defense, right of set off or damage counterclaim arising out of or relating to the sale of items of collateral to the Debtor in any kind whatsoever (including, but not limited to, lost profits), even if the Securities Intermediary action or the proceeding by Secured Party has been advised to enforce any of such loss its rights, claims or damage and regardless causes of the form of action. The provisions of this Section shall survive termination action under or in respect of this Agreement and or in any action or proceeding by the resignation Intermediary under or removal in respect of the Securities Intermediary for any reasonthis Agreement.

Indemnification of Securities Intermediary. (a) The Grantor and the Secured Loan Party hereby agree agrees that (xi) the Securities Intermediary is released from any and all liabilities to the Grantor and the Secured Loan Party arising from the terms of this Account Control Agreement and the compliance of by the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s 's bad faith, willful misconduct or gross negligence and (yii) the GrantorLoan Party, its successors and permitted assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any loss, liability or expense incurred without bad faith, willful misconduct or negligence on the part of the Securities Intermediary, its affiliates and the respective directors, officers, directors trustees, agents and agents, arising out of or in connection with the execution and performance of this Agreement or the maintenance employees of the Pledged Accountsforegoing (each an "INDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, including the reasonable obligations, losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of defending themselves any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by, imposed on or asserted against any claim or liability such Indemnitee in connection with any investigation or administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Account Control Agreement or in any other way connected with the exercise or performance enforcement of any of their powers the terms of, or the preservation of any rights hereunder, or in any way relating to or arising out of the maintenance, delivery, control, acceptance, possession, return or other disposition of the Account or any Pledged Interests on deposit therein or credited thereto, the violation of the laws of any country, state or other governmental body or unit, or any tort or contract claim; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment or order. In performing its duties hereunder. Anything in this Agreement notwithstanding, in no event shall the Securities Intermediary or Secured Party shall be liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if entitled to rely upon notices and other communications it believes in good faith to have been originated by the Securities Intermediary or the Secured Party has been advised of such loss or damage and regardless of the form of action. The provisions of this Section shall survive termination of this Agreement and the resignation or removal of the Securities Intermediary for any reasonappropriate party.

Indemnification of Securities Intermediary. (a) The Grantor Until the termination of this Agreement, the Debtor and the Secured Party Collateral Agent hereby agree that (xa) the Securities Intermediary is released from any and all liabilities to the Grantor Debtor and the Secured Party Collateral Agent and their respective successors and assigns arising from the terms of this Agreement and the compliance of by the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s bad faith, gross negligence or willful misconduct or negligence as determined in a final, non-appealable judgment by a court of competent jurisdiction, and (yb) the Grantor, Debtor and its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any lossand all claims, liability or expense actions, liabilities, losses, damages costs, charges, counsel fees and other expenses that may be imposed on, incurred without bad faith, willful misconduct or negligence on the part of the Securities Intermediary, its officers, directors and agents, arising out of or in connection with the execution and performance of this Agreement or the maintenance of the Pledged Accounts, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder. Anything in this Agreement notwithstanding, in no event shall the Securities Intermediary or Secured Party be liable for special, indirectby, or consequential loss or damage of any kind whatsoever (includingasserted against, but not limited to, lost profits), even if the Securities Intermediary or the Secured Party has been advised of such loss or damage and regardless of the form of action. The provisions of this Section shall survive termination of this Agreement and the resignation or removal of the Securities Intermediary for following any reasonentitlement orders, instructions or directions upon which the Securities Intermediary is authorized to rely pursuant to the terms of this Agreement, except to the extent that the foregoing claims, actions, liabilities, losses, damages costs, charges, counsel fees and other expenses arise from the Securities Intermediary’s gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction.

Indemnification of Securities Intermediary. (a) The Grantor Pledgor and the Secured Party hereby agree that (xi) the Securities Intermediary is released from any and all liabilities to the Grantor Pledgor and the Secured Party arising from the terms of this Agreement and the compliance of the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s 's bad faith, willful misconduct or gross negligence and (yii) the Grantor, Pledgor and its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any loss, liability or expense (limited, in the case of attorney's fees and expenses to the reasonable fees and reasonable out-of-pocket expenses of outside counsel) incurred without bad faithgross negligence, willful misconduct or negligence bad faith on the part of the Securities Intermediary, its officers, directors and agents, arising out of or in connection with the execution and performance of this Agreement or the maintenance of the Pledged AccountsAgreement, including the reasonable and documented out-of-pocket costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder, until the termination of this Agreement. Anything The foregoing indemnities and agreements in this Agreement notwithstanding, in no event shall the Securities Intermediary or Secured Party be liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Securities Intermediary or the Secured Party has been advised of such loss or damage and regardless of the form of action. The provisions of this Section 12 shall survive the termination of this Agreement and or the resignation or removal of the Securities Intermediary. The Pledgor shall be responsible for, and hereby agrees to pay, all reasonable and documented out-of-pocket costs and expenses incurred by the Intermediary in connection with the establishment and maintenance of each Account, including the Intermediary’s customary fees and reasonable out-of-pocket expenses, any reasonable and documented out-of-pocket costs or expenses incurred by the Intermediary as a result of conflicting claims or notices involving the parties hereto, including the reasonable fees and out-of-pocket expenses of one external legal counsel for any reasoneach relevant jurisdiction, and all other reasonable and documented out-of-pocket costs and expenses incurred in connection with the execution, administration or enforcement of this Agreement including reasonable attorneys’ fees and out-of-pocket costs of outside counsel, whether or not such enforcement includes the filing of a lawsuit.

Indemnification of Securities Intermediary. (a) The Grantor Until the termination of this Agreement, the Debtor and the Secured Party Collateral Agent hereby agree that (xa) the Securities Intermediary EXHIBIT C-3 is released from any and all liabilities to the Grantor Debtor and the Secured Party Collateral Agent and their respective successors and assigns arising from the terms of this Agreement and the compliance of by the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s bad faith, gross negligence or willful misconduct or negligence as determined in a final, non-appealable judgment by a court of competent jurisdiction, and (yb) the Grantor, Debtor and its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any lossand all claims, liability or expense actions, liabilities, losses, damages costs, charges, counsel fees and other expenses that may be imposed on, incurred without bad faith, willful misconduct or negligence on the part of the Securities Intermediary, its officers, directors and agents, arising out of or in connection with the execution and performance of this Agreement or the maintenance of the Pledged Accounts, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder. Anything in this Agreement notwithstanding, in no event shall the Securities Intermediary or Secured Party be liable for special, indirectby, or consequential loss or damage of any kind whatsoever (includingasserted against, but not limited to, lost profits), even if the Securities Intermediary or the Secured Party has been advised of such loss or damage and regardless of the form of action. The provisions of this Section shall survive termination of this Agreement and the resignation or removal of the Securities Intermediary for following any reasonentitlement orders, instructions or directions upon which the Securities Intermediary is authorized to rely pursuant to the terms of this Agreement, except to the extent that the foregoing claims, actions, liabilities, losses, damages costs, charges, counsel fees and other expenses arise from the Securities Intermediary’s gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction.