Common use of INDEMNIFICATION OF THE GRANTOR TRUSTEE, THE PAYING AGENT AND THE CERTIFICATE REGISTRAR Clause in Contracts

INDEMNIFICATION OF THE GRANTOR TRUSTEE, THE PAYING AGENT AND THE CERTIFICATE REGISTRAR. The Trust shall indemnify the Indemnified Persons for, and will hold them harmless against, any loss, liability or expense incurred on their part, arising out of, or in connection with, this Agreement, the Swap Agreement and the Certificates, including the costs and expenses (including reasonable legal fees and expenses) of defending themselves against any such claim other than (i) any loss, liability or expense related to such Indemnified Person's failure to perform such Indemnified Person's duties in strict compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and (ii) any loss, liability or expense incurred by reason of such Indemnified Person's willful misfeasance, bad faith or negligence in the performance or non-performance of duties hereunder or by reason of such Indemnified Person's reckless disregard of obligations and duties hereunder. Any amounts payable to an Indemnified Person as set forth herein shall be paid by the Paying Agent to such Indemnified Person from the Distribution Account. This indemnity shall survive the resignation or removal of the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, and the termination of this Agreement.