Common use of Liability of the Securities Intermediary Clause in Contracts

Liability of the Securities Intermediary. The Securities Intermediary shall not be liable for any action taken or omitted by it in good faith, including, but not limited to any loss to the financial assets in the Securities Account resulting from the investment(s) enumerated in Exhibit A hereto or any loss resulting from the liquidation of any investment(s) prior to such investment’s maturity date for the purpose of making required payments under this Agreement, except to the extent that a court of competent jurisdiction determines that the Securities Intermediary’s gross negligence or willful misconduct was the primary cause of any loss to the Secured Party or the Debtor. The Securities Intermediary may rely upon any notice, instruction, request or other instrument delivered by the Secured Party or Debtor, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Securities Intermediary shall believe in good faith to be genuine and to have been signed or presented by the person or parties purporting to sign the same. The Securities Intermediary shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. In no event shall the Securities Intermediary be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Securities Intermediary has been advised of the likelihood of such loss or damage and regardless of the form of action. The Securities Intermediary shall not be obligated to take any legal action or commence any proceeding in connection with the Securities Account, this Agreement or the underlying Security Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Securities Intermediary is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Securities Account, without determination by the Securities Intermediary of such court’s jurisdiction in the matter. If any portion of the Security Account is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Securities Intermediary is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Securities Intermediary complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated