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. (b) This Agreement shall not subject the Securities Intermediary to any duty, obligation or liability except as is expressly set forth herein and the Securities Intermediary shall satisfy those duties expressly set forth in this Agreement so long as it acts without negligence, willful default or fraud. In particular (without implied limitation), the Securities Intermediary need not investigate whether the Secured Party is entitled to give any entitlement order, Notice of Sole Control or any other directions, instructions or other orders in any instance. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powers.

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 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. (b) This Agreement shall not subject the Securities Intermediary to any duty, obligation or liability except as is expressly set forth herein and the Securities Intermediary shall satisfy those duties expressly set forth in this Agreement so long as it acts without negligence, willful default or fraud. In particular (without implied limitation), the Securities Intermediary need not investigate whether the Secured Party is entitled to give any entitlement order, Notice of Sole Control or any other directions, instructions or other orders in any instance. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject entitled to any fiduciary or rely upon notices and other implied duties, and communications it believes in good faith to have been originated by the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powersappropriate 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. (b) This Agreement shall not subject the Securities Intermediary to any duty, obligation or liability except as is expressly set forth herein and the Securities Intermediary shall satisfy those duties expressly set forth in this Agreement so long as it acts without negligence, willful default or fraud. In particular (without implied limitation), the Securities Intermediary need not investigate whether the Secured Party is entitled to give any entitlement order, Notice of Sole Control or any other directions, instructions or other orders in any instance. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powers.

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 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. (b) This Agreement shall not subject the Securities Intermediary to any duty, obligation or liability except as is expressly set forth herein and the Securities Intermediary shall satisfy those duties expressly set forth in this Agreement so long as it acts without negligence, willful default or fraud. In particular (without implied limitation), the Securities Intermediary need not investigate whether the Secured Party is entitled to give any entitlement order, Notice of Sole Control or any other directions, instructions or other orders in any instance. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject entitled to any fiduciary or rely upon notices and other implied duties, and communications it believes in good faith to have been originated by the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powersappropriate party.

Indemnification of Securities Intermediary. (a) The Grantor Pledgor hereby agrees to indemnify, defend 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 hold 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 directors, officers, directors agents and agentsemployees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorney’s fees, in any way related to or arising out of or in connection with the execution and performance of this Agreement or any action taken or not taken pursuant hereto, except to the maintenance extent as a result of Secured Party’s or Securities Intermediary’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of Pledgor and its successors and assigns, notwithstanding the Pledged Accounts, including the reasonable costs and expenses earlier of defending themselves against any claim or liability in connection with the exercise or performance resignation of any of their powers or duties hereunder. Anything in this Agreement notwithstanding, in no event shall the Securities Intermediary or termination of this Agreement. Secured Party be liable for specialhereby agrees to indemnify and hold Securities Intermediary harmless from and against any and all any costs, indirectexpenses, damages, liabilities or consequential loss claims, including attorneys’ fees, sustained or damage incurred by or asserted against Securities Intermediary by reason of or as a result of any kind whatsoever Written Instructions (includingincluding entitlement orders) originated by Secured Party with respect to the Account and the Collateral, but including any actions taken in response to a Notice of Exclusive Control; provided that Secured Party shall not limited toindemnify Securities Intermediary for those losses arising out of Securities Intermediary’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of Secured Party and its successors and assigns, lost profits), even if notwithstanding the earlier of resignation of 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 reasonAgreement. (b) This Agreement shall not subject the Securities Intermediary to any duty, obligation or liability except as is expressly set forth herein and the Securities Intermediary shall satisfy those duties expressly set forth in this Agreement so long as it acts without negligence, willful default or fraud. In particular (without implied limitation), the Securities Intermediary need not investigate whether the Secured Party is entitled to give any entitlement order, Notice of Sole Control or any other directions, instructions or other orders in any instance. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powers.

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 reason. (b) This Agreement shall not subject each relevant jurisdiction, and all other reasonable and documented out-of-pocket costs and expenses incurred in connection with the Securities Intermediary to any dutyexecution, obligation administration or liability except as is expressly set forth herein and the Securities Intermediary shall satisfy those duties expressly set forth in enforcement of this Agreement so long as it acts without negligenceincluding reasonable attorneys’ fees and out-of-pocket costs of outside counsel, willful default whether or fraud. In particular (without implied limitation), not such enforcement includes the Securities Intermediary need not investigate whether the Secured Party is entitled to give any entitlement order, Notice filing of Sole Control or any other directions, instructions or other orders in any instance. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powersa lawsuit.

Indemnification of Securities Intermediary. (a) The Grantor Pledgor hereby agrees to indemnify, defend 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 hold 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 directors, officers, directors agents and agentsemployees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorney’s fees, in any way related to or arising out of or in connection with the execution and performance of this Agreement or any action taken or not taken pursuant hereto, except to the maintenance extent as a result of the Pledged AccountsSecured Parties’ or Securities Intermediary’s fraud, including gross negligence or willful misconduct. This indemnity shall be a continuing obligation of Pledgor and its successors and assigns, notwithstanding the reasonable costs and expenses earlier of defending themselves against any claim or liability in connection with the exercise or performance resignation 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 reasonAgreement. (b) This Agreement The Secured Parties hereby agree to indemnify and hold Securities Intermediary harmless from and against any and all any costs, expenses, damages, liabilities or claims, including attorneys’ fees, sustained or incurred by or asserted against Securities Intermediary by reason of or as a result of any Written Instructions (including entitlement orders) originated by the Secured Parties with respect to the Account and the Collateral, including any actions taken in response to a Notice of Exclusive Control; provided that the Secured Parties shall not subject the indemnify Securities Intermediary to any dutyfor those losses arising out of Securities Intermediary’s fraud, gross negligence or willful misconduct. This indemnity shall be a continuing obligation or liability except as is expressly set forth herein of the Secured Parties and their successors and assigns, notwithstanding the earlier of resignation of Securities Intermediary shall satisfy those duties expressly set forth in or termination of this Agreement so long as it acts without negligence, willful default or fraud. In particular (without implied limitation), the Securities Intermediary need not investigate whether the Secured Party is entitled to give any entitlement order, Notice of Sole Control or any other directions, instructions or other orders in any instance. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powersAgreement.

Indemnification of Securities Intermediary. (a) The Grantor Pledgor hereby agrees to indemnify, defend 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 hold 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 directors, officers, directors agents and agentsemployees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorney’s fees, in any way related to or arising out of or in connection with the execution and performance of this Agreement or any action taken or not taken pursuant hereto, except to the maintenance extent as a result of Secured Party’s or Securities Intermediary’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of Pledgor and its successors and assigns, notwithstanding the Pledged Accounts, including the reasonable costs and expenses earlier of defending themselves against any claim or liability in connection with the exercise or performance resignation of any of their powers or duties hereunder. Anything in this Agreement notwithstanding, in no event shall the Securities Intermediary or termination of this Agreement. Secured Party be liable for specialhereby agrees to indemnify and hold Securities Intermediary harmless from and against any and all any costs, indirectexpenses, damages, liabilities or consequential loss claims, including attorneys’ fees, sustained or damage incurred by or asserted against Securities Intermediary by reason of or as a result of any kind whatsoever Written Instructions (includingincluding entitlement orders) originated by Secured Party with respect to the Account and the Collateral, but including any actions taken in response to a Notice of Exclusive Control; provided that Secured Party shall not limited toindemnify Securities Intermediary for those losses arising out of Securities Intermediary’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of Secured Party and its successors and assigns, lost profits), even if notwithstanding notwithstanding the earlier of resignation of 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 reasonAgreement. (b) This Agreement shall not subject the Securities Intermediary to any duty, obligation or liability except as is expressly set forth herein and the Securities Intermediary shall satisfy those duties expressly set forth in this Agreement so long as it acts without negligence, willful default or fraud. In particular (without implied limitation), the Securities Intermediary need not investigate whether the Secured Party is entitled to give any entitlement order, Notice of Sole Control or any other directions, instructions or other orders in any instance. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powers.

Indemnification of Securities Intermediary. (a) The Grantor Pledgor hereby agrees to indemnify, defend 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 hold 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 directors, officers, directors agents and agentsemployees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including, without limitation, any and all court costs and reasonable attorneys’ fees, in any way related to or arising out of or in connection with the execution and performance of this Agreement or any action taken or not taken pursuant hereto, except to the maintenance extent resulting from Secured Party’s or Securities Intermediary’s gross negligence, willful misconduct or breach of this Agreement. This indemnity shall be a continuing obligation of Pledgor and its successors and assigns, notwithstanding the Pledged Accounts, including the reasonable costs and expenses earlier of defending themselves against any claim or liability in connection with the exercise or performance resignation of any of their powers or duties hereunder. Anything in this Agreement notwithstanding, in no event shall the Securities Intermediary or termination of this Agreement. Secured Party be liable for specialhereby agrees to indemnify and hold Securities Intermediary harmless from and against any and all any costs, indirectexpenses, damages, liabilities or consequential loss claims, including attorneys’ fees, sustained or damage incurred by or asserted against Securities Intermediary by reason of or as a result of any kind whatsoever Written Instructions (includingincluding entitlement orders) originated by Secured Party (except Written Instructions requested by Pledgor) with respect to the Account and the Collateral; provided that Secured Party shall not indemnify Securities Intermediary for those losses arising out of Securities Intermediary’s gross negligence, but not limited towillful misconduct or breach of this Agreement. This indemnity shall be a continuing obligation of Secured Party and its successors and assigns, lost profits), even if notwithstanding the earlier of resignation of 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 reasonAgreement. (b) This Agreement shall not subject the Securities Intermediary to any duty, obligation or liability except as is expressly set forth herein and the Securities Intermediary shall satisfy those duties expressly set forth in this Agreement so long as it acts without negligence, willful default or fraud. In particular (without implied limitation), the Securities Intermediary need not investigate whether the Secured Party is entitled to give any entitlement order, Notice of Sole Control or any other directions, instructions or other orders in any instance. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powers.

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 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. (b) This Agreement shall not subject the Securities Intermediary to any duty, obligation or liability except as is expressly set forth herein and the Securities Intermediary shall satisfy those duties expressly set forth in this Agreement so long as it acts without negligence, willful default or fraud. In particular (without implied limitation), the Securities Intermediary need not investigate whether the Secured Party is entitled to give any entitlement order, Notice of Sole Control or any other directions, instructions or other orders in any instance. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject entitled to any fiduciary or rely upon notices and other implied duties, and communications it believes in good faith to have been originated by the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powersappropriate party.

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.of (b) This Agreement shall not subject the Securities Intermediary to any duty, obligation or liability except as is expressly set forth herein and the Securities Intermediary shall satisfy those duties expressly set forth in this Agreement so long as it acts without negligence, willful default or fraud. In particular (without implied limitation), the Securities Intermediary need not investigate whether the Secured Party is entitled to give any entitlement order, Notice of Sole Control or any other directions, instructions or other orders in any instance. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powers.

Indemnification of Securities Intermediary. (a) The Grantor Pledgor hereby agrees to indemnify, defend 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 hold 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 directors, officers, directors agents and agentsemployees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including, without limitation, any and all court costs and reasonable and documented out-of-pocket attorney’s fees, related to or arising out of or in connection with this Agreement (except to the execution and performance extent covered by the following paragraph) or any action taken or not taken pursuant hereto, except to the extent resulting from Secured Party’s or Securities Intermediary’s gross negligence, willful misconduct or breach of this Agreement or Agreement. This indemnity shall be a continuing obligation of Pledgor and its successors and assigns, notwithstanding the maintenance earlier of the Pledged Accounts, including the reasonable costs and expenses resignation 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 termination of this Agreement. Secured Party be liable for specialhereby agrees to indemnify and hold Securities Intermediary harmless from and against any and all any costs, indirectexpenses, damages, liabilities or consequential loss claims, including attorneys’ fees, sustained or damage incurred by or asserted against Securities Intermediary by reason of or as a result of any kind whatsoever Written Instructions (includingincluding entitlement orders) originated by Secured Party (except Written Instructions requested by Pledgor) with respect to the Account and the Collateral; provided that Secured Party shall not indemnify Securities Intermediary for those losses arising out of Securities Intermediary’s gross negligence, but not limited towillful misconduct or breach of this Agreement. This indemnity shall be a continuing obligation of Secured Party and its successors and assigns, lost profits), even if notwithstanding the earlier of resignation of 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 reasonAgreement. (b) This Agreement shall not subject the Securities Intermediary to any duty, obligation or liability except as is expressly set forth herein and the Securities Intermediary shall satisfy those duties expressly set forth in this Agreement so long as it acts without negligence, willful default or fraud. In particular (without implied limitation), the Securities Intermediary need not investigate whether the Secured Party is entitled to give any entitlement order, Notice of Sole Control or any other directions, instructions or other orders in any instance. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powers.