Common use of Indemnification of Administrative Agent and Collateral Agent Clause in Contracts

Indemnification of Administrative Agent and Collateral Agent. The Borrower will, or will cause the Titling Trust Administrator to, indemnify, defend and hold harmless the Administrative Agent, the Collateral Agent and their respective officers, directors, employees and agents (each, with respect to this Article, an “Indemnified Person”), from and against any and all costs, expenses, losses, damages, claims and liabilities incurred by it in connection with the acceptance, administration and performance of its respective duties and obligations under this Agreement, including the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any of its powers or duties under this Agreement, but excluding any cost, expense, loss, damage, claim or liability incurred by the Administrative Agent or the Collateral Agent through such entity’s own willful misconduct, negligence or bad faith or arising from any breach of such entity’s representations and warranties set forth in Sections 3.04 or 7.09, as the case may be.

Indemnification of Administrative Agent and Collateral Agent. The Borrower Borrowers will, or will cause the their respective Titling Trust Administrator Company Administrators to, indemnify, defend and hold harmless the Administrative Agent, the Collateral Agent and their respective officers, directors, employees and agents (each, with respect to this Article, an “Indemnified Person”), from and against any and all costs, expenses, losses, damages, claims and liabilities incurred by it in connection with the acceptance, administration and performance of its their respective duties and obligations under this Agreement, including the costs and expenses of defending itself themselves against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any of its powers or duties under this Agreement, but excluding any cost, expense, loss, damage, claim or liability incurred by the Administrative Agent or through the Collateral Agent through such entityAdministrative Agent’s own willful misconduct, negligence or bad faith or arising from any breach of such entity’s representations and warranties set forth in Sections 3.04 or 7.09, as the case may befaith.