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. (b) The Depositor agrees to indemnify and hold the Certificate Registrar, the Trust Paying Agent and their respective directors, officers, agents and employees (each, a "Chase Indemnified Party") harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonably attorney's fees, that may be imposed on, incurred by, or asserted against such Chase Indemnified Party in any action taken or not taken by such Chase Indemnified Party hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against such Chase Indemnified Party because of the breach by such Chase Indemnified Party of its obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of such Chase Indemnified Party. The foregoing indemnification shall survive any termination of this Agreement and the resignation or removal of the Certificate Registrar or Trust Paying Agent.

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. (b) The Depositor agrees to indemnify and hold the Certificate Registrar, the Trust Paying Agent and their respective directors, officers, agents and employees (each, a an "Chase Indemnified Party") shall be indemnified and held harmless by the Trust against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonably attorney's fees, that may be imposed on, incurred by, or asserted against such Chase Indemnified Party in any action taken or not taken by such Chase Indemnified Party hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against such Chase Indemnified Party because of the breach by such Chase Indemnified Party of its obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of such Chase Indemnified Party. The foregoing indemnification shall survive any termination of this Agreement and the resignation or removal of the Certificate Registrar or Trust Paying Agent.

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. (b) The Depositor Seller agrees to indemnify and hold the Certificate Registrar, the Trust Paying Agent and their respective directors, officers, agents and employees (each, a "Chase Indemnified Party") harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonably attorney's fees, that may be imposed on, incurred by, or asserted against such Chase Indemnified Party in any action taken or not taken by such Chase Indemnified Party hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against such Chase Indemnified Party because of the breach by such Chase Indemnified Party of its obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of such Chase Indemnified Party. The foregoing indemnification shall survive any termination of this Agreement and the resignation or removal of the Certificate Registrar or Trust Paying Agent.

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. (b) The Depositor Seller agrees to indemnify and hold the Certificate Registrar, the Trust Paying Agent and their respective directors, officers, agents and employees (each, a an "Chase Indemnified Party") harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonably attorney's fees, that may be imposed on, incurred by, or asserted against such Chase Indemnified Party in any action taken or not taken by such Chase Indemnified Party hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against such Chase Indemnified Party because of the breach by such Chase Indemnified Party of its obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of such Chase Indemnified Party. The foregoing indemnification shall survive any termination of this Agreement and the resignation or removal of the Certificate Registrar or Trust Paying Agent.

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. (b) The Depositor agrees to indemnify and hold the Certificate Registrar, the Trust Paying Agent and their respective directors, officers, agents and employees (each, a an "Chase Indemnified Party") harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonably attorney's fees, that may be imposed on, incurred by, or asserted against such Chase Indemnified Party in any action taken or not taken by such Chase Indemnified Party hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against such Chase Indemnified Party because of the breach by such Chase Indemnified Party of its obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of such Chase Indemnified Party. The foregoing indemnification shall survive any termination of this Agreement and the resignation or removal of the Certificate Registrar or Trust Paying Agent.