Common use of Indemnification of Securities Intermediary Clause in Contracts

Indemnification of Securities Intermediary. From and at all times after the date of this Agreement, the Secured Party and the Debtor, jointly and severally, shall, to the fullest extent permitted by law, defend, indemnify and hold harmless Securities Intermediary and each director, officer, employee, attorney, agent and affiliate of the Securities Intermediary (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, 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 Secured Party or the Debtor, 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 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 and the Debtor jointly and severally. The obligations of the 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.

Indemnification of Securities Intermediary. From The Loan Party agrees that (i) the Securities Intermediary is released from any and all liabilities to the Loan Party arising from the terms of this Account Control Agreement and the compliance 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 (ii) the Loan Party, its successors and permitted assigns shall at all times after indemnify the date of this AgreementSecurities Intermediary, the Secured Party its affiliates and the Debtorrespective directors, jointly officers, trustees, agents and severally, shall, to employees of the fullest extent permitted by law, defend, indemnify foregoing (each an “Indemnitee”) and hold each Indemnitee harmless Securities Intermediary from and each director, officer, employee, attorney, agent and affiliate of the Securities Intermediary (collectively, the “Indemnified Parties”) against any and all actionsliabilities, claims (whether or not valid)obligations, losses, damages, liabilitiespenalties, claims, demands, actions, suits, judgments, costs and expenses of any kind or nature whatsoever (including kind, including, without limitation limitation, the reasonable attorneys’ feesfees and disbursements of counsel, costs and expenses) which may be incurred by by, imposed on or asserted against 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 enforcement of any of the Indemnified Parties from and after terms of, or the date hereofpreservation of any rights hereunder, whether direct, indirect or consequential, as a result of or arising from 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 claimPledged Interests on deposit therein or credited thereto, demandthe violation of the laws of any country, suit, action state or proceeding (including any inquiry other governmental body or investigation) by any person, including without limitation the Secured Party or the Debtor, 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 lawsunit, or under any common law tort or equitable cause or otherwise, arising from or in connection with the 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 investigationcontract claim; provided, however, provided that no Indemnified Party Indemnitee shall have the right to be indemnified hereunder for any liability finally such Indemnitee’s own gross negligence or willful misconduct as determined by a court of competent jurisdictionjurisdiction in a final, subject non-appealable judgment or order. In performing its duties hereunder, the Securities Intermediary shall be entitled to no further appeal, rely upon notices and other communications it believes in good faith 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 been originated by the Secured Party and the Debtor jointly and severally. The obligations of the Secured Party and the Debtor under this Section 17 shall survive any termination of this Agreement and the resignation or removal of the Securities Intermediaryappropriate party.