Common use of Indemnification of Issuer Clause in Contracts

Indemnification of Issuer. The Pledgor and the Collateral Agent hereby agree that (a) the Issuer is released from any and all liabilities to the Pledgor and the Collateral Agent arising from the terms of this Control Agreement and the compliance in good faith of the Issuer with the terms hereof, except to the extent that such liabilities arise from the Issuer’s gross negligence, bad faith or willful misconduct and (b) the Pledgor, its successors and assigns shall at all times indemnify and save harmless the Issuer 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 Control Agreement or the compliance in good faith of the Issuer 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 non-appealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of the Issuer, until the termination of this Control Agreement.