Common use of Indemnification of Securities Intermediary Clause in Contracts

Indemnification of Securities Intermediary. The Debtor and the Collateral Agents hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Collateral Agents 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 negligence, willful misconduct, bad faith or material breach of this Agreement 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 claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Securities Intermediary with the terms hereof, except to the extent that such arises from the Securities Intermediary’s negligence, willful misconduct, bad faith or material breach of this Agreement, and from and against any and all liabilities, actual losses, damages, reasonable, out-of-pocket costs and expenses, charges, reasonable counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Indemnification of Securities Intermediary. The Debtor and the each Collateral Agents Agent hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Collateral Agents 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 negligence, willful misconduct, bad faith or material breach of this Agreement willful misconduct and (b) the Debtor, its successors and assigns shall at all times indemnify and save harmless the EXHIBIT C-4 Securities Intermediary from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Securities Intermediary with the terms hereof, except to the extent that such arises from the Securities Intermediary’s 's negligence, willful misconduct, bad faith or material breach of this Agreement, willful misconduct and from and against any and all liabilities, actual losses, damages, reasonable, out-of-pocket costs and expensescosts, charges, reasonable counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Indemnification of Securities Intermediary. The Debtor and the Collateral Agents Agent hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Collateral Agents 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, willful misconduct, bad faith or material breach of this Agreement 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, actions damages, liabilities and suits related expenses, including reasonable documented counsel fees, charges and disbursements (other than the allocated costs of others internal counsel) arising out of the terms of this Agreement or the compliance in good faith of the Securities Intermediary with the terms hereof, except ; provided that such indemnity shall not be available to the extent that such arises 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 Securities Intermediary’s gross negligence, willful misconduct, bad faith or material breach of this Agreement, and from and against any and all liabilities, actual losses, damages, reasonable, out-of-pocket costs and expenses, charges, reasonable counsel fees and other expenses of every nature and character arising by reason willful misconduct of the sameSecurities Intermediary, until the termination of this Agreement.

Indemnification of Securities Intermediary. The Debtor and the Collateral Agents hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Collateral Agents 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 negligence, negligence or willful misconduct, bad faith or material breach of this Agreement 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 claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Securities Intermediary with the terms hereof, except to the extent that such arises from the Securities Intermediary’s negligence, negligence or willful misconduct, bad faith or material breach of this Agreement, and from and against any and all liabilities, actual losses, damages, reasonable, out-of-pocket costs and expenses, charges, reasonable counsel fees and other expenses of every nature and character arising by reason of the same, misconduct until the termination of this Agreement.

Indemnification of Securities Intermediary. The Debtor and the Revolving Collateral Agents Agent hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Revolving Collateral Agents Agent 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 negligence, gross negligence or willful misconduct, bad faith or material breach of this Agreement misconduct and (b) the Debtor, its successors and permitted assigns (but not the Revolving Collateral Agent) shall at all times indemnify and save harmless the Securities Intermediary from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of by the Securities Intermediary with the terms hereof, except to the extent that such arises from the Securities Intermediary’s negligence, gross negligence or willful misconduct, bad faith or material breach of this Agreement, and from and against any and all liabilities, actual losses, damages, reasonable, out-of-pocket costs and expensescosts, charges, reasonable counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.