Common use of Compensation; Indemnity Clause in Contracts

Compensation; Indemnity. (a) The Issuing Entity shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing Entity) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under any other Transaction Document; provided, however, that the Issuing Entity need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuing Entity and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator shall not, however, relieve the Issuing Entity of its obligations hereunder. The Administrator, on behalf of the Issuing Entity, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Issuing Entity, shall pay the fees and expenses of such counsel.

Compensation; Indemnity. (a) The Issuing Entity Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices hereunder in accordance with each Indenture Supplement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity Issuer shall reimburse the Indenture Trustee for all reasonable out-of-out of pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity Issuer shall indemnify indemnify, defend and hold the Indenture Trustee forTrustee, and hold it and its officers, directors, employees, representatives counsel and agents, agents harmless against, from and against any and all loss, liability liability, tax, judgment, penalty, cause of action, damage, cost or expense (including the reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing Entitycounsel) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or and under any the other Transaction Document; providedDocuments, however, that in accordance with and subject to the Issuing Entity need not indemnify the terms of each Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithSupplement. The Indenture Trustee shall notify the Issuing Entity and the Administrator Issuer promptly of any claim for which it may seek indemnity. Any ; provided, however, a failure by the Indenture Trustee to so promptly notify the Issuing Entity Issuer of a claim for which it may seek indemnity shall not relieve the Issuer from its obligation to indemnify the Indenture Trustee. Notwithstanding the foregoing, the Issuer shall not be liable to reimburse and indemnify the Indenture Trustee from and against any of the foregoing expenses or indemnities arising or resulting from its own negligence or willful misconduct as conclusively determined by the judgment of a court of competent jurisdiction no longer subject to appeal or review. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 10.6 shall survive the resignation or termination of the Indenture Trustee and the Administrator shall not, however, relieve the Issuing Entity of its obligations hereunder. The Administrator, on behalf discharge of the Issuing Entity, shall defend any such claimIndenture. The When the Indenture Trustee may have separate counsel incurs expenses after the occurrence of an Event of Default specified in connection with Section 9.1(c), the defense of any such claim, and the Issuing Entity, shall pay the fees and expenses are intended to constitute expenses of such counseladministration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation; Indemnity. (a) The Issuing Entity Issuer shall pay, out of funds which are otherwise to be distributed to the Certificateholders or to be deposited in the Certificate Distribution Account, or shall cause the Servicer pursuant to any Series Supplement and Section 3.2 of the Trust Sale and Servicing Agreement to pay to the Indenture Trustee from time to time reasonable such compensation for its servicesservices as shall be agreed upon in writing. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity Issuer shall reimburse or shall cause the Servicer pursuant to any Series Supplement and Section 3.2 of the Trust Sale and Servicing Agreement to reimburse, out of funds which are otherwise to be distributed to the Certificateholders or to be deposited in the Certificate Distribution Account, the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, external counsel, accountants and experts. The Issuing Entity Issuer shall indemnify or shall cause the Indenture Trustee forServicer pursuant to the Trust Sale and Servicing Agreement to indemnify, and hold it and its officersout of funds which are otherwise to be distributed to the Certificateholders or to be deposited in the Certificate Distribution Account, directors, employees, representatives and agents, harmless against, against any and all loss, liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense expenses) incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification in accordance with Section 6.4 of the Issuing Entity) incurred by it in connection with the administration of this trust Trust Sale and the performance of its duties hereunder or under any other Transaction Document; provided, however, that the Issuing Entity need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithServicing Agreement. The Indenture Trustee shall notify the Issuing Entity and the Administrator Servicer promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator Issuer shall not, however, not relieve the Issuing Entity Issuer or the Servicer of its obligations hereunder. The Administrator, on behalf of Issuer shall defend or cause the Issuing Entity, shall Servicer to defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Issuing EntityIssuer shall pay, out of funds which are otherwise to be distributed to the Certificateholders or to be deposited in the Certificate Distribution Account, or shall cause the Servicer to pay the fees and expenses of such counsel.

Compensation; Indemnity. (a) The Issuing Entity Indenture Trustee shall pay to receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Depositor and the Indenture Trustee from time to time reasonable compensation for its servicesand the Indenture Trustee hereby acknowledges that such fees have been paid. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity Issuer shall reimburse or cause to be reimbursed the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in . In addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, external counsel, accountants and experts. The Issuing Entity Issuer shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing Entityattorney's fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under any other Transaction Document; provided, however, that the Issuing Entity need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithhereunder. The Indenture Trustee shall notify the Issuing Entity and the Administrator Issuer promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator Issuer shall not, however, not relieve the Issuing Entity Issuer of its obligations hereunder. The Administrator, on behalf of the Issuing Entity, Issuer shall defend any such claim. The the claim and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Issuing Entity, Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith.

Compensation; Indemnity. (a) The Issuing Entity Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices hereunder in accordance with each Indenture Supplement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity Issuer shall reimburse the Indenture Trustee for all reasonable out-of-out of pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity Issuer shall indemnify indemnify, defend and hold the Indenture Trustee forTrustee, and hold it and its officers, directors, employees, representatives counsel and agents, agents harmless against, from and against any and all loss, liability liability, tax, judgment, penalty, cause of action, damage, cost or expense (including the reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing Entitycounsel) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or and under any the other Transaction Document; providedDocuments, however, that in accordance with and subject to the Issuing Entity need not indemnify the terms of each Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithSupplement. The Indenture Trustee shall notify the Issuing Entity and the Administrator Issuer promptly of any claim for which it may seek indemnity. Any ; provided, however, a failure by the Indenture Trustee to so promptly notify the Issuing Entity Issuer of a claim for which it may seek indemnity shall not relieve the Issuer from its obligation to indemnify the Indenture Trustee. Notwithstanding the foregoing, the Issuer shall not be liable to reimburse and indemnify the Indenture Trustee from and against any of the foregoing expenses or indemnities arising or resulting from its own negligence or wilful misconduct as conclusively determined by the judgment of a court of competent jurisdiction no longer subject to appeal or review. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 10.6 shall survive the resignation or termination of the Indenture Trustee and the Administrator shall not, however, relieve the Issuing Entity of its obligations hereunder. The Administrator, on behalf discharge of the Issuing Entity, shall defend any such claimIndenture. The When the Indenture Trustee may have separate counsel incurs expenses after the occurrence of an Event of Default specified in connection with Section 9.1(c), the defense of any such claim, and the Issuing Entity, shall pay the fees and expenses are intended to constitute expenses of such counseladministration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation; Indemnity. (a) The Issuing Entity shall Company agrees to pay to the Indenture Trustee from time to time Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the preparation, delivery, negotiation, administration and execution of this Agreement and the exercise and performance of its servicesduties hereunder. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall Company agrees to reimburse the Indenture Trustee Warrant Agent for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements taxes and advances governmental charges and other charges of any kind and nature incurred by the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability or expense Warrant Agent (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing EntityWarrant Agent’s counsel and agents) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under any other Transaction Document; provided, however, that the Issuing Entity need not this Agreement. The Company also agrees to indemnify the Indenture Trustee Warrant Agent for, or and to hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconductexpenses incurred, except as a result of gross negligence, bad faith or bad faith. The Indenture Trustee shall notify willful misconduct on the Issuing Entity and part of the Administrator promptly Warrant Agent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), for any claim for which it may seek indemnity. Any failure action taken or omitted to be taken by the Indenture Trustee to so notify the Issuing Entity and the Administrator shall notWarrant Agent, however, relieve the Issuing Entity of its obligations hereunder. The Administrator, or any person acting on behalf of the Issuing EntityWarrant Agent, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense acceptance and administration of any such claimthis Agreement, and including the Issuing Entity, shall pay the fees costs and expenses of defending against any claim of liability in the premises. The indemnity provided for herein shall survive the expiration of the Warrants and the termination of this Agreement. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including lost profits), even if the Warrant Agent has been advised of the likelihood of such counselloss or damage and regardless of the form of the action. Any liability of the Warrant Agent under this Agreement will be limited to the amount of annual fees paid by the Company to the Warrant Agent.

Compensation; Indemnity. (a) The Issuing Entity Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices hereunder in accordance with each Indenture Supplement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity Issuer shall reimburse the Indenture Trustee for all reasonable out-of-out of pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity Issuer shall indemnify indemnify, defend and hold the Indenture Trustee forTrustee, and hold it and its officers, directors, employees, representatives counsel and agents, agents harmless against, from and against any and all loss, liability liability, tax, judgment, penalty, cause of action, damage, cost or expense (including the reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing Entitycounsel) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or and under any the other Transaction Document; providedDocuments, however, that in accordance with and subject to the Issuing Entity need not indemnify the terms of each Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithSupplement. The Indenture Trustee shall notify the Issuing Entity and the Administrator Issuer promptly of any claim for which it may seek indemnity. Any ; provided, however, a failure by the Indenture Trustee to so promptly notify the Issuing Entity Issuer of a claim for which it may seek indemnity shall not relieve the Issuer from its obligation to indemnify the Indenture Trustee. Notwithstanding the foregoing, the Issuer shall not be liable to reimburse and indemnify the Indenture Trustee from and against any of the foregoing expenses or indemnities arising or resulting from its own negligence or wilful misconduct as conclusively determined by the judgment of a court of competent jurisdiction no longer subject to appeal or review. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 10.6 shall survive the resignation or termination of the Indenture Trustee and the Administrator shall not, however, relieve the Issuing Entity of its obligations hereunder. The Administrator, on behalf discharge of the Issuing Entity, shall defend any such claimIndenture. The When the Indenture Trustee may have separate counsel incurs expenses after the occurrence of an Event of Exhibit 10.16 Default specified in connection with Section 9.1(c), the defense of any such claim, and the Issuing Entity, shall pay the fees and expenses are intended to constitute expenses of such counseladministration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation; Indemnity. (a) The Issuing Entity shall Company agrees to pay to the Indenture Trustee from time to time Warrant Agent reasonable compensation in accordance with a fee schedule to be mutually agreed upon for all services rendered by the Warrant Agent in the preparation, delivery, negotiation, administration and execution of this Agreement and the exercise and performance of its servicesduties hereunder. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall Company agrees to reimburse the Indenture Trustee Warrant Agent for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements taxes and advances governmental charges and other charges of any kind and nature incurred by the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability or expense Warrant Agent (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing EntityWarrant Agent’s counsel and agents) incurred by it in connection with the administration of this trust and the performance of its duties hereunder under this Agreement. The Company also covenants and agrees to indemnify and to hold the Warrant Agent harmless against any liability, judgment, fine, penalty, claim, demand, settlement, costs, expenses (including reasonable fees of its legal counsel), losses or under damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any other Transaction Documentclaims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, howeverthat such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that the Issuing Entity need not indemnify the Indenture Trustee formay be paid, incurred or suffered by it, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuing Entity and the Administrator promptly of any claim for which it may seek indemnitybecome subject, as a result or arising out of gross negligence, bad faith or willful misconduct on the part of the Warrant Agent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). Any failure The costs and expenses incurred by the Indenture Trustee Warrant Agent in enforcing this right of indemnification, if successful, shall be paid by the Company. Notwithstanding anything in this Agreement to so the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action. Notwithstanding anything in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement will be limited to the amount of fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought. Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation in which the Company is not named as a party, the Warrant Agent shall, if a claim in respect thereof is to be made against the Company, promptly notify the Issuing Entity and the Administrator shall not, however, relieve the Issuing Entity of its obligations hereunderCompany thereof in writing. The Administrator, on behalf of the Issuing Entity, Company shall defend any such claim. The Indenture Trustee may have separate counsel be entitled to participate at its own expense in connection with the defense of any such claimclaim or proceeding. The Company shall not be required to indemnify the Warrant Agent for any amount paid or payable by the Warrant Agent in the settlement or compromise of, and or entry into any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder without the Issuing Entitywritten consent of the Company, which consent shall pay the fees and expenses of such counselnot be unreasonably withheld, conditioned or delayed.

Compensation; Indemnity. (a) The Issuing Entity Issuer shall pay, out of funds which are otherwise to be distributed to the Residual Interestholder or to be deposited in the Residual Interest Distribution Account, or shall cause the Servicer pursuant to any Series Supplement and Section 3.2 of the Trust Sale and Servicing Agreement to pay to the Indenture Trustee from time to time reasonable such compensation for its servicesservices as shall be agreed upon in writing. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity Issuer shall reimburse or shall cause the Servicer pursuant to any Series Supplement and Section 3.2 of the Trust Sale and Servicing Agreement to reimburse, out of funds which are otherwise to be distributed to the Residual Interestholder or to be deposited in the Residual Interest Distribution Account, the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, external counsel, accountants and experts. The Issuing Entity Issuer shall indemnify or shall cause the Indenture Trustee forServicer pursuant to the Trust Sale and Servicing Agreement to indemnify, and hold it and its officersout of funds which are otherwise to be distributed to the Residual Interestholder or to be deposited in the Residual Interest Distribution Account, directors, employees, representatives and agents, harmless against, against any and all loss, liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense expenses) incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification in accordance with Section 6.4 of the Issuing Entity) incurred by it in connection with the administration of this trust Trust Sale and the performance of its duties hereunder or under any other Transaction Document; provided, however, that the Issuing Entity need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithServicing Agreement. The Indenture Trustee shall notify the Issuing Entity and the Administrator Servicer promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator Issuer shall not, however, not relieve the Issuing Entity Issuer or the Servicer of its obligations hereunder. The Administrator, on behalf of Issuer shall defend or cause the Issuing Entity, shall Servicer to defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Issuing EntityIssuer shall pay, out of funds which are otherwise to be distributed to the Residual Interestholder or to be deposited in the Residual Intererst Distribution Account, or shall cause the Servicer to pay the fees and expenses of such counsel.