Common use of Indemnification of the Certificate Registrar and Trust Paying Agent Clause in Contracts

Indemnification of the Certificate Registrar and Trust Paying Agent. (a) Neither the Certificate Registrar, the Trust Paying Agent nor any of their respective directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Agreement, except for its or their own gross negligence, lack of good faith or willful misconduct. In no event shall the Certificate Registrar, the Trust Paying Agent nor any of their respective directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages.