Common use of Auction Administration Agreement; Par Price Payment Agreement Clause in Contracts

Auction Administration Agreement; Par Price Payment Agreement. (a) Concurrently with the execution and delivery hereof, at the direction of the Seller, the Master Servicer, acting solely as an intermediary agent (the "Auction Administrator") for the Holders of the Auction Certificates and not as Master Servicer or on behalf of the Trust Estate, shall execute and deliver the Auction Administration Agreement and the Par Price Payment Agreement. The Master Servicer shall have no duty to review or otherwise determine the adequacy of the Auction Administration Agreement or the Par Price Payment Agreement. (b) Each Holder of an Auction Certificate is deemed, by acceptance of such Certificate, (i) to authorize Wells Fargo Bank to execute and deliver the Auction Administration Agrexxxxx and the Par Price Payment Agreement as their intermediary agent and (ii) to acknowledge and accept and agree to be bound by the provisions of the Auction Administration Agreement and the Par Price Payment Agreement. (c) The Auction Administrator, or any director, officer, employee or agent of the Auction Administrator, shall be indemnified and held harmless by the Trust against any loss, liability or expense (not including expenses and disbursements incurred or made by the Auction Administrator, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Auction Administrator's performance in accordance with the provisions of this Agreement and the Auction Administration Agreement) incurred by the Auction Administrator arising out of or in connection with the acceptance or administration of its obligations and duties under the Auction Administration Agreement, other than any loss, liability or expense (i) that constitutes a specific liability of the Auction Administrator under this Agreement or the Auction Administration Agreement or (ii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Auction Administrator in the performance of its duties hereunder or under the Auction Administration Agreement or by reason of the Auction Administrator's reckless disregard of its obligations and duties hereunder or under the Auction Administration Agreement. Any amounts payable to the Auction Administrator, or any director, officer, employee or agent of the Auction Administrator, in respect of the indemnification provided by this Section 3.12(c), or pursuant to any other right of reimbursement from the Trust Estate that the Auction Administrator, or any director, officer, employee or agent of the Auction Administrator, may have hereunder in its capacity as such, may be withdrawn by the Master Servicer for the benefit of the Auction Administrator from the Certificate Account as set forth in Section 3.02(a)(viii).

Auction Administration Agreement; Par Price Payment Agreement. (a) Concurrently with the execution and delivery hereof, at the direction of the SellerDepositor, the Master ServicerSecurities Administrator, acting solely as an intermediary agent (the "Auction Administrator") for the Holders of the Auction Certificates and not as Master Servicer Securities Administrator or on behalf of the Trust EstateTrust, shall execute and deliver the Auction Administration Agreement and the Par Price Payment Agreement. The Master Servicer Securities Administrator shall have no duty to review or otherwise determine the adequacy of the Auction Administration Agreement or the Par Price Payment Agreement. (b) Each Holder of an Auction Certificate is deemed, by acceptance of such Certificate, (i) to authorize Wells Fargo Bank Bank, N.A. to execute and deliver the Auction Administration Agrexxxxx Administratiox Xxxeement and the Par Price Payment Agreement as their intermediary agent and (ii) to acknowledge and accept and agree to be bound by the provisions of the Auction Administration Agreement and the Par Price Payment Agreement. (c) The Auction Administrator, or any director, officer, employee or agent of the Auction Administrator, shall be indemnified and held harmless by the Trust against any loss, liability or expense (not including expenses and disbursements incurred or made by the Auction Administrator, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Auction Administrator's performance in accordance with the provisions of this Agreement and the Auction Administration Agreement) incurred by the Auction Administrator arising out of or in connection with the acceptance or administration of its obligations and duties under the Auction Administration Agreement, other than any loss, liability or expense (i) that constitutes a specific liability of the Auction Administrator under this Agreement or the Auction Administration Agreement or (ii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Auction Administrator in the performance of its duties hereunder or under the Auction Administration Agreement or by reason of the Auction Administrator's reckless disregard of its obligations and duties hereunder or under the Auction Administration Agreement. Any amounts payable to the Auction Administrator, or any director, officer, employee or agent of the Auction Administrator, in respect of the indemnification provided by this Section 3.12(c3.24(c), or pursuant to any other right of reimbursement from the Trust Estate Fund that the Auction Administrator, or any director, officer, employee or agent of the Auction Administrator, may have hereunder in its capacity as such, may be withdrawn by the Master Servicer Securities Administrator for the benefit of the Auction Administrator from the Certificate Account as set forth in Section 3.02(a)(viii3.11(b)(i).