Common use of Indemnification of Securities Intermediary Clause in Contracts

Indemnification of Securities Intermediary. The Debtor and the Collateral Agent hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Collateral Agent arising from the terms of this Agreement and the compliance in good faith of the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s gross negligence, bad faith or willful misconduct and (b) the Debtor, its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any and all losses, claims, damages, liabilities and related expenses, including reasonable documented counsel fees, charges and disbursements (other than the allocated costs of internal counsel) arising out of the terms of this Agreement or the compliance in good faith of the Securities Intermediary with the terms hereof; provided that such indemnity shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of the Securities Intermediary, until the termination of this Agreement.

Indemnification of Securities Intermediary. The Until the termination of this Agreement, the Debtor and the Collateral Agent hereby agree that (a) the Securities Intermediary EXHIBIT C-3 is released from any and all liabilities to the Debtor and the Collateral Agent and their respective successors and assigns arising from the terms of this Agreement and the compliance in good faith of by the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s gross negligence, bad faith negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction, and (b) the Debtor, Debtor and its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any and all claims, actions, liabilities, losses, claimsdamages costs, damagescharges, liabilities counsel fees and related expensesother expenses that may be imposed on, including reasonable documented counsel feesincurred by, charges and disbursements (other than or asserted against, the allocated costs of internal counsel) arising out of Securities Intermediary for following any entitlement orders, instructions or directions upon which the Securities Intermediary is authorized to rely pursuant to the terms of this Agreement or the compliance in good faith of the Securities Intermediary with the terms hereof; provided that such indemnity shall not be available Agreement, except to the extent that such the foregoing claims, actions, liabilities, losses, claimsdamages costs, damagescharges, liabilities counsel fees and other expenses arise from the Securities Intermediary’s gross negligence or related expenses are willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of the Securities Intermediary, until the termination of this Agreementjurisdiction.

Indemnification of Securities Intermediary. The Debtor and the Collateral Agent Secured Party hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Collateral Agent Secured Party arising from the terms of this Agreement and the compliance in good faith of the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s gross negligence, bad faith negligence or willful misconduct (provided that Intermediary shall in no event be liable for any incidental, consequential or punitive damages), and (b) the Debtor, its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary and its affiliates and agents from and against any and all losses, claims, damages, liabilities actions and related expenses, including reasonable documented counsel fees, charges and disbursements (other than the allocated costs suits of internal counsel) others arising out of the terms of this Agreement or the compliance in good faith of the Securities Intermediary with the terms hereof; provided that such indemnity shall not be available , except to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily arises from the gross negligence, bad faith or 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 every nature and character arising by reason of the same (including any fees or charges with respect to the Securities IntermediaryAccount), until the termination of this Agreement. Notwithstanding any provision to the contrary, the indemnification provided and any waiver set forth in this Agreement shall not apply to any legal action between Debtor and Secured Party wherein Debtor asserts a right, claim or cause of action that existed prior to the execution hereof, provided, however, that Debtor hereby agrees not to raise, assert or otherwise interpose any defense, right of set off or counterclaim arising out of or relating to the sale of items of collateral to the Debtor in any action or proceeding by Secured Party to enforce any of its rights, claims or causes of action under or in respect of this Agreement or in any action or proceeding by the Intermediary under or in respect of this Agreement.

Indemnification of Securities Intermediary. The Until the termination of this Agreement, the Debtor and the Collateral Agent hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Collateral Agent and their respective successors and assigns arising from the terms of this Agreement and the compliance in good faith of by the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s gross negligence, bad faith negligence or willful misconduct and (b) the Debtor, Debtor and its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any and all claims, actions, liabilities, losses, claimsdamages costs, damagescharges, liabilities counsel fees and related expensesother expenses that may be imposed on, including reasonable documented counsel feesincurred by, charges and disbursements (other than or asserted against, the allocated costs of internal counsel) arising out of Securities Intermediary for following any entitlement orders, instructions or directions upon which the Securities Intermediary is authorized to rely pursuant to the terms of this Agreement or the compliance in good faith of the Securities Intermediary with the terms hereof; provided that such indemnity shall not be available Agreement, except to the extent that such the foregoing claims, actions, liabilities, losses, claimsdamages costs, damagescharges, liabilities or related counsel fees and other expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily arise from the gross negligence, bad faith or willful misconduct of the Securities Intermediary, until the termination of this Agreement’s gross negligence or willful misconduct.

Indemnification of Securities Intermediary. The Until the termination of this Agreement, the Debtor and the Collateral Agent hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Collateral Agent and their respective successors and assigns arising from the terms of this Agreement and the compliance in good faith of by the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s gross negligence, bad faith negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction, and (b) the Debtor, Debtor and its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any and all claims, actions, liabilities, losses, claimsdamages costs, damagescharges, liabilities counsel fees and related expensesother expenses that may be imposed on, including reasonable documented counsel feesincurred by, charges and disbursements (other than or asserted against, the allocated costs of internal counsel) arising out of Securities Intermediary for following any entitlement orders, instructions or directions upon which the Securities Intermediary is authorized to rely pursuant to the terms of this Agreement or the compliance in good faith of the Securities Intermediary with the terms hereof; provided that such indemnity shall not be available Agreement, except to the extent that such the foregoing claims, actions, liabilities, losses, claimsdamages costs, damagescharges, liabilities counsel fees and other expenses arise from the Securities Intermediary’s gross negligence or related expenses are willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of the Securities Intermediary, until the termination of this Agreementjurisdiction.