Limitation of Liability; Indemnification of the Bank. The Sellers and the Buyer hereby agree that (a) the Bank is released from any and all liabilities to the Sellers and the Buyer arising from the terms of this Agreement and the compliance of the Bank with the terms hereof, except to the extent that such liabilities arise from the Bank's bad faith, willful misconduct or gross negligence and (b) the Sellers, their respective successors and assigns shall at all times indemnify and save harmless the Bank from and against any loss, liability or expense incurred without bad faith, willful misconduct or gross negligence on the part of the Bank, its officers, directors and agents, arising out of or in connection with the execution and performance of this Agreement or the maintenance of the Collection Account, including the costs and expenses of defending themselves against any claim or liability in connection with the performance of any of their powers or duties hereunder, until the termination of this Agreement.
Limitation of Liability; Indemnification of the Bank. The Seller and the Buyer hereby agree that (a) the Bank is released from any and all liabilities to the Seller and the Buyer arising from the terms of this Agreement and the compliance of the Bank with the terms hereof, except to the extent that such liabilities arise from the Bank’s bad faith, willful misconduct or negligence and (b) the Seller, its successors and assigns shall at all times indemnify and save harmless the Bank from and against any loss, liability or expense incurred without bad faith, willful misconduct or negligence on the part of the Bank, its officers, directors and agents, arising out of or in connection with the execution and performance of this Agreement or the maintenance of the Collection Account, including the costs and expenses of defending themselves against any claim or liability in connection with the performance of any of their powers or duties hereunder which indemnity shall survive the termination of this Agreement or the earlier of the removal or resignation of the Bank.
Limitation of Liability; Indemnification of the Bank. The Private Owner and the Initial Member hereby agree that (a) the Bank is released from any and all liabilities to the Private Owner and the Initial Member arising from the terms of this Agreement and compliance by the Bank with the terms hereof, except to the extent that such liabilities arise from the Bank's bad faith, willful misconduct or negligence and (b) the Private Owner, its successors and assigns shall indemnify and save harmless the Bank from and against any loss, liability or expense incurred without bad faith, willful misconduct or negligence on the part of the Bank, its officers, directors and agents, arising out of or in connection with the execution and performance of this Agreement or the maintenance of the Private Owner Pledged Account, including the reasonable actual costs and expenses of defending themselves against any claim or liability in connection with the performance of any of their powers or duties hereunder. The Bank's right to indemnification hereunder shall survive the termination of this Agreement and the earlier resignation or removal of the Bank.
Limitation of Liability; Indemnification of the Bank. The Sellers and the Buyer hereby agree that (a) the Bank is released from any and all liabilities to the Sellers and the Buyer arising from the terms of this Agreement and the compliance of the Bank with the terms hereof, except to the extent that such liabilities arise from the Bank’s bad faith, willful misconduct or negligence and (b) the Sellers, jointly and severally, their successors and assigns shall at all times indemnify and save harmless the Bank from and against any loss, liability or expense incurred without bad faith, willful misconduct or negligence on the part of the Bank, its officers, directors and agents, arising out of or in connection with the execution and performance of this Agreement or the maintenance of the Settlement Account, including the costs and expenses of defending themselves against any claim or liability in connection with the performance of any of their powers or duties hereunder, which indemnity shall survive the termination of this Agreement or the earlier removal or resignation of the Bank. The Bank shall also be afforded the same rights and protections afforded to Deutsche Bank National Trust Company in its role as Custodian under the Custodial Agreement, as if such rights and protections were fully set forth herein.
Limitation of Liability; Indemnification of the Bank. Seller[, the Servicer] and the Buyer hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Seller[, the Servicer] and the Buyer 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 (b) the Seller[, the Servicer,] [its] [their] 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 Securities Account, including the costs and expenses of defending themselves against any claim or liability in connection with the performance of any of their powers or duties hereunder. The provisions of this section shall survive the termination of this Agreement and the earlier of the resignation or removal of the Securities Intermediary. [The Securities Intermediary shall be entitled to the same rights, protections, immunities and indemnities afforded to the Custodian under the Custodial Agreement.]
Limitation of Liability; Indemnification of the Bank. (a) Notwithstanding anything to the contrary in this Agreement, the Sellers and the Buyer hereby agree that (i) the Bank is released from any and all liabilities to the Sellers, the Buyer or any other person arising from the terms of this Agreement and the compliance of the Bank with the terms hereof, except to the extent that such liabilities arise from the Bank’s fraudulent or willful misconduct or gross negligence (and to the maximum extent permitted by law, shall under no circumstances be liable for any incidental, indirect, special, consequential or punitive damages); (ii) the Bank shall have only the duties and responsibilities with respect to the matters set forth herein as is expressly set forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party hereto; (iii) the Bank shall be fully protected in acting or refraining from acting in good faith without investigation on any notice (including without limitation a Notice of Sole Control), instruction or request purportedly furnished to it by a Seller or the Buyer in accordance with the terms hereof, in which case the parties hereto agree that the Bank has no duty to make any further inquiry whatsoever; (iv) it is hereby acknowledged and agreed that the Bank has no knowledge of (and is not required to know) the terms and provisions of any separate agreement to which the Bank is not a party or any other related documentation or whether any actions by the Buyer (including without limitation the sending of a Notice of Sole Control), any Seller or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith, and (v) the Bank shall not be liable for losses or delays caused by force majeure, interruption or malfunction of computer, transmission or communications facilities (other than the interruption or malfunction of computer, transmission or communications facilities of the Bank), labor difficulties, court order or decree, the commencement of bankruptcy or other similar proceedings (with respect to parties other than the Bank) or other matters beyond the Bank’s reasonable control.
