Common use of Liability of Portfolio Supervisor and Indemnification Clause in Contracts

Liability of Portfolio Supervisor and Indemnification. (a) The Portfolio Supervisor shall be under no liability to the Depositors, the Trust or the Unitholders for any action or for refraining from the taking of any action in good faith pursuant to this Indenture, or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any Securities, provided, however, that this provision shall not protect the Portfolio Supervisor against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Portfolio Supervisor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee's counsel or any other person for any matters arising hereunder. The Portfolio Supervisor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Unitholder or the Trustee other than as expressly provided for herein. (b) The Trust shall pay and hold the Portfolio Supervisor harmless from and against any loss, liability or expense incurred in acting as Portfolio Supervisor of the Trust other than by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder, including the costs and expenses of the defense against any claim or liability in the premises. The Portfolio Supervisor shall not be under any obligation to appear in, prosecute or defend any legal action which in its opinion may involve it in any expense or liability, provided, however, that the Portfolio Supervisor may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Indenture and the rights and duties of the parties hereto and the interests of the Unitholders hereunder and, in such event, the legal expenses and costs of any such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and shall be paid directly by the Trustee out of the Income and Principal Accounts as provided by Section 3.5. (c) None of the provisions of this Indenture shall be deemed to protect or purport to protect the Portfolio Supervisor against any liability to the Trust or to the Unitholders to which the Portfolio Supervisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Portfolio Supervisor's reckless disregard of its obligations and duties under this Indenture. (d) Notwithstanding the discharge of the Portfolio Supervisor of the Trust, the Portfolio Supervisor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under this Indenture by the Portfolio Supervisor before the date of such discharge or by the undischarged Portfolio Supervisor before or after the date of such discharge, as fully and to the same extent as if no discharge has occurred.

Liability of Portfolio Supervisor and Indemnification. (a1) The Portfolio Supervisor shall be under no liability to the DepositorsDepositor, the Trust or the Unitholders for any action or for refraining from the taking of any action in good faith pursuant to this Indenture, or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any Securities, provided, however, that this provision shall not protect the Portfolio Supervisor against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Portfolio Supervisor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee's ’s counsel or any other person for any matters arising hereunder. The Portfolio Supervisor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Unitholder or the Trustee other than as expressly provided for herein. (ba) The Trust shall pay and hold the Portfolio Supervisor harmless from and against any loss, liability or expense incurred in acting as Portfolio Supervisor of the Trust other than by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder, including the costs and expenses of the defense against any claim or liability in the premises. The Portfolio Supervisor shall not be under any obligation to appear in, prosecute or defend any legal action which in its opinion may involve it in any expense or liability, provided, however, that the Portfolio Supervisor may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Indenture and the rights and duties of the parties hereto and the interests of the Unitholders hereunder and, in such event, the legal expenses and costs of any such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and shall be paid directly by the Trustee out of the Income and Principal Accounts as provided by Section 3.5. (cb) None of the provisions of this Indenture shall be deemed to protect or purport to protect the Portfolio Supervisor against any liability to the Trust or to the Unitholders to which the Portfolio Supervisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Portfolio Supervisor's ’s reckless disregard of its obligations and duties under this Indenture. (dc) Notwithstanding the discharge of the Portfolio Supervisor of the Trust, the Portfolio Supervisor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under this Indenture the Agreement by the Portfolio Supervisor before the date of such discharge or by the undischarged Portfolio Supervisor before or after the date of such discharge, as fully and to the same extent as if no discharge has occurred.

Liability of Portfolio Supervisor and Indemnification. (a) The Portfolio Supervisor shall be under no liability to the Depositors, the Trust or the Unitholders for any action or for refraining from the taking of any action in good faith pursuant to this Indenture, or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any Securities, provided, however, that this provision shall not protect the Portfolio Supervisor against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Portfolio Supervisor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee's counsel or any other person for any matters arising hereunder. The Portfolio Supervisor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Unitholder or the Trustee other than as expressly provided for herein. (b) The Trust shall pay and hold the Portfolio Supervisor harmless from and against any loss, liability or expense incurred in acting as Portfolio Supervisor of the Trust other than by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder, including the costs and expenses of the defense against any claim or liability in the premises. The Portfolio Supervisor shall not be under any obligation to appear in, prosecute or defend any legal action which in its opinion may involve it in any expense or liability, provided, however, that the Portfolio Supervisor may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Indenture and the rights and duties of the parties hereto and the interests of the Unitholders hereunder and, in such event, the legal expenses and costs of any such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and shall be paid directly by the Trustee out of the Income and Principal Accounts as provided by Section 3.5. (c) None of the provisions of this Indenture shall be deemed to protect or purport to protect the Portfolio Supervisor against any liability to the Trust or to the Unitholders to which the Portfolio Supervisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Portfolio Supervisor's reckless disregard of its obligations and duties under this Indenture. (d) Notwithstanding the discharge of the Portfolio Supervisor of the Trust, the Portfolio Supervisor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under this Indenture the Agreement by the Portfolio Supervisor before the date of such discharge or by the undischarged Portfolio Supervisor before or after the date of such discharge, as fully and to the same extent as if no discharge has occurred.

Liability of Portfolio Supervisor and Indemnification. (a) The Portfolio Supervisor shall be under no liability to the DepositorsDepositor, the Trust or the Unitholders for any action or for refraining from the taking of any action in good faith pursuant to this Indenture, or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any Securities, provided, however, that this provision shall not protect the Portfolio Supervisor against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Portfolio Supervisor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee's counsel or any other person for any matters arising hereunder. The Portfolio Supervisor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Unitholder or the Trustee other than as expressly provided for herein. (b) The Trust shall pay and hold the Portfolio Supervisor harmless from and against any loss, liability or expense incurred in acting as Portfolio Supervisor of the Trust other than by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder, including the costs and expenses of the defense against any claim or liability in the premises. The Portfolio Supervisor shall not be under any obligation to appear in, prosecute or defend any legal action which in its opinion may involve it in any expense or liability, provided, however, that the Portfolio Supervisor may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Indenture and the rights and duties of the parties hereto and the interests of the Unitholders hereunder and, in such event, the legal expenses and costs of any such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and shall be paid directly by the Trustee out of the Income and Principal Accounts as provided by Section 3.5. (c) None of the provisions of this Indenture shall be deemed to protect or purport to protect the Portfolio Supervisor against any liability to the Trust or to the Unitholders to which the Portfolio Supervisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Portfolio Supervisor's reckless disregard of its obligations and duties under this Indenture. (d) Notwithstanding the discharge of the Portfolio Supervisor of the Trust, the Portfolio Supervisor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under this Indenture by the Portfolio Supervisor before the date of such discharge or by the undischarged Portfolio Supervisor before or after the date of such discharge, as fully and to the same extent as if no discharge has occurred.

Liability of Portfolio Supervisor and Indemnification. (a) The ----------------------------------------------------- Portfolio Supervisor shall be under no liability to the Depositors, the Trust or the Unitholders for any action or for refraining from the taking of any action in good faith pursuant to this Indenture, or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any Securities, provided, however, that this provision shall not protect the Portfolio Supervisor against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Portfolio Supervisor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee's counsel or any other person for any matters arising hereunder. The Portfolio Supervisor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Unitholder or the Trustee other than as expressly provided for herein. (b) The Trust shall pay and hold the Portfolio Supervisor harmless from and against any loss, liability or expense incurred in acting as Portfolio Supervisor of the Trust other than by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder, including the costs and expenses of the defense against any claim or liability in the premises. The Portfolio Supervisor shall not be under any obligation to appear in, prosecute or defend any legal action which in its opinion may involve it in any expense or liability, provided, however, that the Portfolio Supervisor may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Indenture and the rights and duties of the parties hereto and the interests of the Unitholders hereunder and, in such event, the legal expenses and costs of any such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and shall be paid directly by the Trustee out of the Income and Principal Accounts as provided by Section 3.5. (c) None of the provisions of this Indenture shall be deemed to protect or purport to protect the Portfolio Supervisor against any liability to the Trust or to the Unitholders to which the Portfolio Supervisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Portfolio Supervisor's reckless disregard of its obligations and duties under this Indenture. (d) Notwithstanding the discharge of the Portfolio Supervisor of the Trust, the Portfolio Supervisor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under this Indenture by the Portfolio Supervisor before the date of such discharge or by the undischarged Portfolio Supervisor before or after the date of such discharge, as fully and to the same extent as if no discharge has occurred.