Common use of Representations; Covenants Clause in Contracts

Representations; Covenants. (a) Seller and Guarantor, and with respect to Exhibit D, Seller, hereby make, and on and as of the Purchase Date of any Transaction and on and as of each date thereafter through the related Repurchase Date shall be deemed to have made, the representations and warranties to Buyer set forth in Exhibit A and Exhibit D hereto. The representations and warranties set forth herein shall survive transfer of the Purchased Securities to the Buyer and shall continue until the Agreement has terminated and Seller has paid all Obligations owed to Buyer hereunder. In the event Buyer engages in a repurchase transaction with any of the Purchased Securities or otherwise pledges or hypothecates any of the Purchased Securities, Buyer shall have the right to assign to Buyer's counterparty any or all of the representations and warranties in Exhibit D as they relate to the Purchased Securities that are subject to such repurchase transaction; provided, however, that any such repurchase transaction, pledge or hypothecation shall not diminish or impair the obligation of the Buyer to reconvey the Securities to the Seller in accordance herewith. In addition, in connection with a sale or transfer of the Purchased Securities by Buyer following an Event of Default, Buyer shall have the right to assign to such assignee or purchaser any or all of the representations and warranties in Exhibit D as they relate to the Purchased Securities. (b) In addition to the indemnification provided to Buyer under this Agreement, Seller and Guarantor agree to, and shall, indemnify Buyer, such subsequent purchasers and their respective Affiliates, officers, directors, partners, employees, representatives and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, judgments, penalties, suits, actions, costs, disbursements or expenses (including, but not limited to, attorneys" fees and expenses) asserted against or incurred by any of them as a result of, or arising out of, or in any way related to any breach by Seller of such representations or warranties in Exhibit A and Exhibit D.

Representations; Covenants. (a) Seller and Guarantora. Nuclear Genco agrees that upon their issuance to Penn Power pursuant hereto, and with respect to Exhibit D, Seller, hereby make, and on and as of the Purchase Date of any Transaction and on and as of each date thereafter through the related Repurchase Date Shares shall be deemed to have made, the representations fully paid and warranties to Buyer set forth in Exhibit A non-assessable and Exhibit D hereto. The representations free and warranties set forth herein shall survive transfer clear of the Purchased Securities to the Buyer and shall continue until the Agreement has terminated and Seller has paid all Obligations owed to Buyer hereunder. In the event Buyer engages in a repurchase transaction with any of the Purchased Securities or otherwise pledges or hypothecates any of the Purchased Securities, Buyer shall have the right to assign to Buyer's counterparty any or all of the representations and warranties in Exhibit D as they relate to the Purchased Securities that are subject to such repurchase transaction; provided, however, that any such repurchase transaction, pledge or hypothecation shall not diminish or impair the obligation of the Buyer to reconvey the Securities to the Seller in accordance herewith. In addition, in connection with a sale or transfer of the Purchased Securities by Buyer following an Event of Default, Buyer shall have the right to assign to such assignee or purchaser any or all of the representations and warranties in Exhibit D as they relate to the Purchased Securities. (b) In addition to the indemnification provided to Buyer under this Agreement, Seller and Guarantor agree to, and shall, indemnify Buyer, such subsequent purchasers and their respective Affiliates, officers, directors, partners, employees, representatives and agents from, and hold each of them harmless against, any and all lossesliens, claims, charges and encumbrances. b. Penn Power hereby undertakes and agrees that the Contributed Assetx xxxx be transferred to Nuclear Genco free and clear of the lien of the Indenture, dated as of November 1, 1945, between Penn Power and the First National Bank of the City of New York, now Citibank, N.A., as Trustee, as amended and supplemented, but may be subject to other liens, claims, liabilities and encumbrances, all of which Nuclear Genco agrees to accept and assume, except as otherwise provided herein. c. Nuclear Genco agrees to accept the assignment of the Transferred Liabilities, and all such other liabilities and obligations of Penn Power as may be associated with, or directly related to, the Contributed Assets including, without limitation, any decommissioning liabilities and obligations associated with the Contributed Assets and other liabilities as more specifically identified in the form of Assignment and Assumption Agreement attached as Annex C hereto (the "Assumed Liabilities"), which include, among other liabilities, liability for the decommissioning and decontamination of the Contributed Assets, management of spent nuclear fuel, and all environmental liabilities, as well as any liabilities associated with the ownership of the Contributed Assets from and after the Contribution Date, but otherwise exclude the liabilities and obligations associated with Penn Power's ownership of the Contributed Assets prior to the Contribution Date. Nuclear Genco hereby agrees fully to perform and discharge the Assumed Liabilities in a timely fashion. Nuclear Genco further agrees to indemnify and hold harmless Penn Power from and against any and all liabilities, actions, claims, damages, judgmentscosts and expenses which Penn Power may suffer or incur as a result of Nuclear Genco's failure to perform the foregoing obligations. d. The parties acknowledge and agree that other than the Transferred Liabilities and the Assumed Liabilities, penaltiesPenn Power shall retain and discharge all liabilities and obligations associated with, suitsor directly relating to, the Contributed Assets arising out of Penn Power's ownership of the Contributed Assets prior to the Contribution Date, including, without limitation, any liability or obligation to fund the deficiency as of the Contribution Date in Penn Power's nuclear decommissioning trusts associated with the Contributed Assets, in the amount and as may be required by the Nuclear Regulatory Commission in connection with the transactions contemplated hereby . Penn Power further agrees to timely and fully discharge all such liabilities and obligations and to indemnify and hold harmless Nuclear Genco from and against any and all liabilities, actions, costsclaims, disbursements damages, costs and expenses which Nuclear Genco may suffer or expenses (including, but not limited to, attorneys" fees and expenses) asserted against or incurred by any of them incur as a result ofof Penn Power's failure to perform the foregoing obligations. e. The parties covenant and agree to use all commercially reasonable efforts to obtain all regulatory and other approvals, authorizations and consents, including rulings from the Internal Revenue Service, and make all such filings necessary, appropriate or arising out ofdesirable in order for Penn Power to make and for Nuclear Genco to accept the Contribution of the Contributed Assets, or in any way related to any breach by Seller of such representations or warranties in Exhibit A the Transferred Liabilities and Exhibit D.the Assumed Liabilities as contemplated hereby.

Representations; Covenants. (a) Seller Each party represents and Guarantorwarrants, and shall on and as of the Purchase Date for any Transaction and on and as of each date thereafter through the related Repurchase Date be deemed to represent and warrant, as follows: i) The execution, delivery and performance of the Agreement and the performance of each Transaction do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance (other than pursuant hereto) upon or with respect to Exhibit Dany of its properties; and ii) The Agreement is, Sellerand each Transaction when entered into under the Agreement will be, a legal, valid and binding obligation of it enforceable against it in accordance with the terms of the Agreement. (b) Seller hereby makemakes, and on and as of the Purchase Date of any Transaction and on and as of each date thereafter through the related Repurchase Date shall be deemed to have made, the representations and warranties to Buyer set forth in Exhibit A and Exhibit D B hereto. The representations and warranties set forth herein shall survive transfer of the Purchased Securities to the Buyer and shall continue until for so long as the Agreement has terminated and Seller has paid all Obligations owed Purchased Securities are subject to Buyer hereunderthis Agreement. In the event Buyer engages in a repurchase transaction with any of the Purchased Securities or otherwise pledges or hypothecates any of the Purchased Securities, Buyer shall have the right to assign to Buyer's counterparty any representations or all of the representations and warranties in Exhibit D B hereof as they relate to the Purchased Securities that are subject to such repurchase transaction; provided, however, that -------- ------- Buyer hereby represents and warrants that so long as this Agreement is in effect, any repurchase transaction entered into between Buyer and a counterparty with respect to Contracts which are the subject of a Transaction hereunder shall not permit such counterparty to assert a breach of an assigned representation or warranty made by Seller with respect to such Contracts (as set forth in Exhibit B hereunder) against Seller unless Buyer is in default of its obligations under such repurchase transaction, pledge or hypothecation shall not diminish or impair the obligation of the Buyer to reconvey the Securities to the Seller in accordance herewith. In addition, in connection with a sale or transfer of the Purchased Securities by Buyer following an Event of Default, Buyer shall have the right to assign to such assignee or purchaser any or all of the representations and warranties in Exhibit D as they relate to the Purchased Securities. (bc) In addition to Buyer represents and warrants that it is a separate and independent corporate entity from the indemnification provided to custodian named in the Custodial Agreement. Buyer under this Agreement, Seller does not own a controlling interest in such custodian either directly or through affiliates and Guarantor agree to, and shall, indemnify Buyer, such subsequent purchasers and their respective Affiliates, officers, directors, partners, employees, representatives and agents from, and hold each no director or officer of them harmless against, any and all losses, liabilities, claims, damages, judgments, penalties, suits, actions, costs, disbursements Buyer is also a director or expenses (including, but not limited to, attorneys" fees and expenses) asserted against or incurred by any of them as a result of, or arising out of, or in any way related to any breach by Seller officer of such representations or warranties in Exhibit A and Exhibit D.custodian.

Representations; Covenants. Each Trustee hereby jointly and severally represents, warrants, covenants and agrees, in its capacity as trustee for each of the trusts, that as of the date hereof: (a) Seller The Trustees are duly appointed and Guarantor, and with respect to Exhibit D, Seller, hereby make, and on and as acting trustees of the Purchase Date of any Transaction Trusts and on and as of each date thereafter through the related Repurchase Date shall be deemed to have made, the representations and warranties to Buyer set forth in Exhibit A and Exhibit D hereto. The representations and warranties set forth herein shall survive transfer of the Purchased Securities to the Buyer and shall continue until the Agreement has terminated and Seller has paid all Obligations owed to Buyer hereunder. In the event Buyer engages in a repurchase transaction with any of the Purchased Securities or otherwise pledges or hypothecates any of the Purchased Securities, Buyer shall have the right power and authority to assign own properties and to Buyer's counterparty any or all of the representations carry on their business as now being and warranties in Exhibit D as they relate hereafter proposed to the Purchased Securities that are subject to such repurchase transaction; provided, however, that any such repurchase transaction, pledge or hypothecation shall not diminish or impair the obligation of the Buyer to reconvey the Securities to the Seller in accordance herewith. In addition, in connection with a sale or transfer of the Purchased Securities by Buyer following an Event of Default, Buyer shall have the right to assign to such assignee or purchaser any or all of the representations and warranties in Exhibit D as they relate to the Purchased Securitiesbe conducted. (b) In addition The Borrowers have the power, legal right, and authority to (i) execute, deliver and perform the obligations in accordance with the terms of this Note, and (ii) borrow money on the terms and subject to the indemnification provided conditions herein provided. This Note has been duly executed and delivered by the Trustees and is a legal, valid and binding obligation of the Borrowers, enforceable against the Borrowers in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance in accordance with its terms by the Borrowers of this Note do not and (absent any change in any Applicable Law or applicable contract) will not violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any lien upon any assets of a Borrower under, (A) the organizational documents of such Borrower, (B) any contract or other instrument to Buyer under which such Borrower is a party or by which such Borrower or any of its properties may be bound or (C) any Applicable Law, except in the case of clauses (B) and (C) above for such violations, conflicts, breaches or defaults which individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect. (c) The Borrowers will not, as a result of the transactions contemplated hereunder, be required to be registered as, an “investment company” as defined in the Investment Company Act of 1940, as amended. (d) The execution, delivery and performance of this AgreementNote in accordance with its terms by the Borrowers, Seller and Guarantor agree the borrowing hereunder, do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or any other person or entity (“Person”), except such as have been obtained or made and are in full force and effect or the absence of which could not reasonably be expected to result in a Material Adverse Effect. (e) The Borrowers are in compliance in all material respects with all Applicable Law. The Borrowers are in compliance with all indentures, agreements and other instruments binding upon them or their property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (f) There are no actions, suits or proceedings by or before any arbitrator or governmental authority pending against or, to the knowledge of the Trustees, threatened in writing against or affecting any Borrower (i) as to which there is a reasonable possibility of an adverse determination; or (ii) that involve this Note or the transactions contemplated hereby, that, in the case of each of (i) and (ii) if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (g) On the Effective Date, and immediately prior to and after giving effect to the issuance of the Note and the effectiveness of the Loan hereunder, (a) the fair value of each Borrower’s assets is greater than the amount of its liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated, (b) the present fair saleable value of each Borrower’s assets is not less than the amount that will be required to pay the probable liability on the Borrower’s debts as they become absolute and matured, (c) each Borrower is able to realize upon its assets and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) each Borrower does not intend to, and shalldoes not believe that it will, indemnify Buyer, incur debts or liabilities beyond its ability to pay as such subsequent purchasers debts and their respective Affiliates, officers, directors, partners, employees, representatives liabilities mature and agents from(e) each Borrower is not engaged in business or a transaction, and hold is not about to engage in business or a transaction, for which its property would constitute unreasonably small capital. (h) To the extent applicable, each Borrower is in compliance, in all material respects, with anti-money laundering laws and anti-terrorism finance laws. (i) The proceeds of them harmless againstthe Loan shall not be used, directly or indirectly: (a) to offer or give anything of value to any official or employee of any foreign government department or agency or instrumentality or government-owned entity, to any foreign political party or party official or political candidate or to any official or employee of a public international organization, or to anyone else acting in an official capacity (collectively, “Foreign Official”), in order to obtain, retain or direct business by (i) influencing any act or decision of such Foreign Official in his official capacity, (ii) inducing such Foreign Official to do or omit to do any act in violation of the lawful duty of such Foreign Official, (iii) securing any improper advantage or (iv) inducing such Foreign Official to use his influence with a foreign government or instrumentality to affect or influence any act or decision of such government or instrumentality; (b) to cause the Lender to violate the U.S. Foreign Corrupt Practices Act of 1977; or (c) to cause the Lender to violate any other anti-corruption law applicable to the Lender. (j) No Borrower is any of the following (a “Restricted Person”): (a) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”); (b) a Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list or similarly named by any similar foreign governmental authority; (c) a Person that is owned 50% or more by any Person described in foregoing clause (b); (d) any other Person with which the Lender is prohibited from dealing under any sanctions laws applicable to the Lender; or (e) a Person that derives more than 10% of its annual revenue from investments in or transactions with any Person described in foregoing clauses (a), (b), (c) or (d). Further, the Loans shall not be used to finance or facilitate, directly or indirectly, any transaction with, investment in, or any dealing for the benefit of, any Restricted Person or any transaction, investment or dealing in which the benefit is received in a country for which such benefit is prohibited by any sanctions laws applicable to any Borrower. (k) No Event of Default (as defined below) exists hereunder or would result from the issuance of the Note or the effectiveness of the Loan. (l) The proceeds of the Loan shall solely be used in accordance with Section 3 above. (m) The Trustees shall furnish to the Lender prompt written notice of the following: (i) as soon as possible, and all lossesin any event within ten (10) calendar days after a Trustee obtains knowledge thereof, liabilitiesthe occurrence of any Event of Default or any event or circumstance that, claimswith notice or the passage of time, damageswould result in the occurrence of an Event of Default; (ii) so long as it is lawful to do so, judgmentsas soon as possible, penaltiesand in any event within ten (10) calendar days after a Trustee obtains knowledge thereof, suitsthe filing or commencement of any action, actions, costs, disbursements suit or expenses (including, but not limited to, attorneys" fees and expenses) asserted proceeding by or before any arbitrator or governmental authority against or incurred affecting any Borrower that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iii) promptly after a Trustee obtains knowledge thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 9(m) shall be accompanied by a statement of a Trustee setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. (n) Except as provided under the terms of that certain Intercreditor Agreement, dated the date hereof (the “HCLP Intercreditor Agreement”), by and between HCLP Nominees, L.L.C. (“HCLP”) and the Lender, and that certain Second Lien Intercreditor Agreement, dated the date hereof (the “BHI Intercreditor Agreement”), by and between Beneficient Holdings, Inc. (“BHI”) and the Lender, the Trustees shall ensure that at all times while any principal amount of the Loan remains outstanding, the claims of the Lender in respect of the Loan shall in all respects rank prior to or at least pari passu with the claims of every other unsecured creditor of the Borrowers resulting from an agreement with such a creditor entered into after the date hereof. (o) Until all amounts outstanding under this Note shall have been paid in full, the Borrowers shall not, from and after the date hereof, directly or indirectly incur, create, or assume or suffer to exist any indebtedness for borrowed money, as permitted under the Borrowers’ organizational documents, that is senior in right of payment to the payment obligations under the Loan other than any “Senior Loan Liabilities” as defined in the HCLP Intercreditor Agreement and any “Senior Loan Liabilities” as defined in the BHI Intercreditor Agreement. (p) The Trustees shall keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Borrowers’ business and activities. The Trustee shall permit any representatives designated by the Lender, upon reasonable prior notice, to visit and inspect the Borrowers’ properties, to examine and make extracts from their books and records, and to discuss their affairs, finances and condition with their advisors, all at such reasonable times and as often as reasonably requested; provided, that if an Event of Default has occurred and is continuing, the Lender (or any of them as a result ofits representatives) may do any of the foregoing at the joint and several expense of the Borrowers at any time during normal business hours and without advance notice. For avoidance of doubt, or arising out ofall ordinary course inspections undertaken by the Lender at any time that no Event of Default has occurred and is continuing shall be at the Lender’s expense. (q) The Borrowers shall comply in all material respects with Applicable Law. “Applicable Law” shall mean (i) all applicable common law and principles of equity and (ii) all applicable provisions of all (A) constitutions, or in statutes, rules, regulations and orders of governmental authorities, (B) governmental approvals and governmental registrations and (iii) orders, decisions, judgments and decrees, including any way related to any breach by Seller of such representations or warranties in Exhibit A and Exhibit D.governmental order.

Representations; Covenants. (a) Seller Each party represents and Guarantorwarrants, and shall on and as of the Purchase Date for any Transaction and on and as of each date thereafter through the related Repurchase Date be deemed to represent and warrant, as follows: i) The execution, delivery and performance of the Agreement and the performance of each Transaction do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance (other than pursuant hereto) upon or with respect to Exhibit Dany of its properties; and ii) The Agreement is, Sellerand each Transaction when entered into under the Agreement will be, a legal, valid and binding obligation of it enforceable against it in accordance with the terms of the Agreement. (b) Seller hereby makemakes, and on and as of the Purchase Date of any Transaction and on and as of each date thereafter through the related Repurchase Date shall be deemed to have made, the representations and warranties to Buyer set forth in Exhibit A and Exhibit D B hereto. The representations and warranties set forth herein shall survive transfer of the Purchased Securities to the Buyer and shall continue until for so long as the Agreement has terminated and Seller has paid all Obligations owed Purchased Securities are subject to Buyer hereunderthis Agreement. In the event Buyer engages in a repurchase transaction with any of the Purchased Securities or otherwise pledges or hypothecates any of the Purchased Securities, Buyer shall have the right to assign to Buyer's counterparty any representations or all of the representations and warranties in Exhibit D B hereof as they relate to the Purchased Securities that are subject to such repurchase transaction; . provided, however, -------- ------- that Buyer hereby represents and warrants that so long as this Agreement is in effect, any repurchase transaction entered into between Buyer and a counterparty with respect to Contracts which are the subject of a Transaction hereunder shall not permit such counterparty to assert a breach of an assigned representation or warranty made by Seller with respect to such Contracts (as set forth in Exhibit B hereunder) against Seller unless Buyer is in default of its obligations under such repurchase transaction, pledge or hypothecation shall not diminish or impair the obligation of the Buyer to reconvey the Securities to the Seller in accordance herewith. In addition, in connection with a sale or transfer of the Purchased Securities by Buyer following an Event of Default, Buyer shall have the right to assign to such assignee or purchaser any or all of the representations and warranties in Exhibit D as they relate to the Purchased Securities. (bc) In addition to Buyer represents and warrants that it is a separate and independent corporate entity from the indemnification provided to custodian named in the Custodial Agreement. Buyer under this Agreement, Seller does not own a controlling interest in such custodian either directly or through affiliates and Guarantor agree to, and shall, indemnify Buyer, such subsequent purchasers and their respective Affiliates, officers, directors, partners, employees, representatives and agents from, and hold each no director or officer of them harmless against, any and all losses, liabilities, claims, damages, judgments, penalties, suits, actions, costs, disbursements Buyer is also a director or expenses (including, but not limited to, attorneys" fees and expenses) asserted against or incurred by any of them as a result of, or arising out of, or in any way related to any breach by Seller officer of such representations or warranties in Exhibit A and Exhibit D.custodian.

Representations; Covenants. (a) Seller Each party represents and Guarantorwarrants, and shall on and as of the Purchase Date for any Transaction and on and as of each date thereafter through the related Repurchase Date be deemed to represent and warrant, as follows: (i) The execution, delivery and performance of the Agreement and the performance of each Transaction do not and will not result in or require the creation of any lien, security interest or other charge or en- cumbrance (other than pursuant hereto) upon or with respect to Exhibit Dany of its properties in favor of any Person other than Buyer; and (ii) The Agreement is, Sellerand each Transaction when entered into under the Agreement will be, a legal, valid and binding obligation of it enforceable against it in accordance with the terms of the Agreement. (b) Seller hereby makemakes, and on and as of the Purchase Date of any Transaction and on and as of each date thereafter through the related Repurchase Date shall be deemed to have made, the representations and warranties to Buyer set forth in (i) as to Transactions for Purchased Securities which are Commercial Contracts, Commercial Exhibit A and Commercial Exhibit D hereto. B and (ii) as to Transactions for Purchased Securities which are Residential Contracts, Residential Exhibit A and Residential Exhibit B. The representations and warranties set forth herein shall survive transfer of the Purchased Securities to the Buyer and shall continue until for so long as the Agreement has terminated and Seller has paid all Obligations owed Purchased Securities are subject to Buyer hereunderthis Agreement. In the event Buyer engages in a repurchase transaction with any of the Purchased Securities or otherwise pledges or hypothecates any of the Purchased Securities, Buyer shall have the right to assign to Buyer's counterparty any representations or all of the representations and warranties in Commercial Exhibit D B or Residential Exhibit B, as the case may be, as they relate to the Purchased Securities that are subject to such repurchase transaction; providedPROVIDED, howeverHOWEVER, that Buyer hereby represents and warrants that so long as this Agreement is in effect, any repurchase transaction entered into between Buyer and a counterparty with respect to Contracts which are the subject of a Transaction hereunder shall not permit such counterparty to assert a breach of an assigned representation or warranty made by Seller with respect to such Contracts (as set forth in Commercial Exhibit B or Residential Exhibit B, as the case may be) against Seller unless Buyer is in default of its obligations under such repurchase transaction, pledge or hypothecation shall not diminish or impair the obligation of the Buyer to reconvey the Securities to the Seller in accordance herewith. In addition, in connection with a sale or transfer of the Purchased Securities by Buyer following an Event of Default, Buyer shall have the right to assign to such assignee or purchaser any or all of the representations and warranties in Exhibit D as they relate to the Purchased Securities. (bc) In addition to Buyer represents and warrants that (i) it is a separate and independent corporate entity from the indemnification provided to custodian named in the Custodial Agreement; (ii) it does not own a controlling interest in such custodian either directly or through Affiliates; (iii) and no director or officer of Buyer under this Agreement, Seller and Guarantor agree to, and shall, indemnify Buyer, such subsequent purchasers and their respective Affiliates, officers, directors, partners, employees, representatives and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, judgments, penalties, suits, actions, costs, disbursements is also a director or expenses (including, but not limited to, attorneys" fees and expenses) asserted against or incurred by any of them as a result of, or arising out of, or in any way related to any breach by Seller officer of such representations custodian. (d) Seller represents and warrants that (i) it is a separate and independent corporate entity from the custodian named in the Custodial Agreement; (ii) it does not own a controlling interest in such custodian either directly or warranties in Exhibit A through Affiliates; (iii) and Exhibit D.no director or officer of Seller is also a director or officer of such custodian.