Common use of INDEMNIFICATION OF DELAWARE CO-TRUSTEE Clause in Contracts

INDEMNIFICATION OF DELAWARE CO-TRUSTEE. The Administrator shall, pursuant to the Administration Agreement and the following provisions, reimburse the Delaware Co-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. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Delaware Co-Trustee's agents, counsel, accountants and experts directly related to its services hereunder. The Administrator shall indemnify or shall cause the Servicer to indemnify the Delaware Co-Trustee against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Delaware Co-Trustee shall notify the Administrator and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Delaware Co-Trustee to so notify the Administrator and the Servicer shall not relieve the Administrator or the Servicer of its obligations hereunder, where such failure shall not affect the Administrator's or Servicer's defenses in respect thereof. In case any such action is brought against the Delaware Co-Trustee covered by this Section 11.05 or any action for which the Delaware Co-Trustee is entitled to indemnification by the Administrator under the Administration Agreement, and it notifies the Administrator of the commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to the Delaware Co-Trustee (who may, unless there is, as evidenced by an opinion of counsel to the Delaware Co-Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and the Administrator will not be liable to the Delaware Co-Trustee under this Section for any legal or other expenses subsequently incurred by the Delaware Co-Trustee in connection with the defense thereof, other than reasonable costs of investigation.. Neither the Administrator nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Delaware Co-Trustee through the Delaware Co-Trustee's own willful misconduct, negligence or bad faith.

INDEMNIFICATION OF DELAWARE CO-TRUSTEE. The Administrator shall, pursuant to the Administration Agreement and the following provisions, reimburse the Delaware Co-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. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Delaware Co-Trustee's agents, counsel, accountants and experts directly related to its services hereunder. hereunder The Administrator shall indemnify or shall cause the Servicer to indemnify the Delaware Co-Trustee against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the administration of this trust the Issuer and the performance of its duties hereunder. The Delaware Co-Trustee shall notify the Administrator and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Delaware Co-Trustee to so notify the Administrator and the Servicer shall not relieve the Administrator or the Servicer of its obligations hereunder, where such failure shall not affect the Administrator's or Servicer's defenses in respect thereof. In case any such action is brought against the Delaware Co-Trustee covered by this Section 11.05 or any action for which the Delaware Co-Trustee is entitled to indemnification by the Administrator under the Administration Agreement, and it notifies the Administrator of the commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to the Delaware Co-Trustee (who may, unless there is, as evidenced by an opinion of counsel to the Delaware Co-Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and the Administrator will not be liable to the Delaware Co-Trustee under this Section for any legal or other expenses subsequently incurred by the Delaware Co-Trustee in connection with the defense thereof, other than reasonable costs of investigation.. . Neither the Administrator nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Delaware Co-Trustee through the Delaware Co-Trustee's own willful misconduct, negligence or bad faith.

INDEMNIFICATION OF DELAWARE CO-TRUSTEE. The Administrator shall, pursuant to the Administration Agreement and the following provisions, reimburse the Delaware Co-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. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Delaware Co-Trustee's agents, counsel, accountants and experts directly related to its services hereunder. hereunder The Administrator shall indemnify or shall cause the Servicer to indemnify the Delaware Co-Trustee against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Delaware Co-Trustee shall notify the Administrator and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Delaware Co-Trustee to so notify the Administrator and the Servicer shall not relieve the Administrator or the Servicer of its obligations hereunder, where such failure shall not affect the Administrator's or Servicer's defenses in respect thereof. In case any such action is brought against the Delaware Co-Trustee covered by this Section 11.05 or any action for which the Delaware Co-Trustee is entitled to indemnification by the Administrator under the Administration Agreement, and it notifies the Administrator of the commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to the Delaware Co-Trustee (who may, unless there is, as evidenced by an opinion of counsel to the Delaware Co-Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and the Administrator will not be liable to the Delaware Co-Trustee under this Section for any legal or other expenses subsequently incurred by the Delaware Co-Trustee in connection with the defense thereof, other than reasonable costs of investigation.. . Neither the Administrator nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Delaware Co-Trustee through the Delaware Co-Trustee's own willful misconduct, negligence or bad faith.

INDEMNIFICATION OF DELAWARE CO-TRUSTEE. The Administrator shall, pursuant to the Administration Agreement and the following provisions, reimburse the Delaware Co-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. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Delaware Co-Trustee's agents, counsel, accountants and experts directly related to its services hereunder. The Administrator shall indemnify or shall cause the Servicer to indemnify the Delaware Co-Trustee against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Delaware Co-Trustee shall notify the Administrator and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Delaware Co-Trustee to so notify the Administrator and the Servicer shall not relieve the Administrator or the Servicer of its obligations hereunder, where such failure shall not affect the Administrator's or Servicer's defenses in respect thereof. In case any such action is brought against the Delaware Co-Trustee covered by this Section 11.05 or any action for which the Delaware Co-Trustee is entitled to indemnification by the Administrator under the Administration Agreement, and it notifies the Administrator of the commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to the Delaware Co-Trustee (who may, unless there is, as evidenced by an opinion of counsel to the Delaware Co-Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and the Administrator will not be liable to the Delaware Co-Trustee under this Section for any legal or other expenses subsequently incurred by the Delaware Co-Trustee in connection with the defense thereof, other than reasonable costs of investigation.. . Neither the Administrator nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Delaware Co-Trustee through the Delaware Co-Trustee's own willful misconduct, negligence or bad faith.

INDEMNIFICATION OF DELAWARE CO-TRUSTEE. The Administrator shall, pursuant to the Administration Agreement and the following provisions, reimburse the Delaware Co-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. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Delaware Co-Trustee's agents, counsel, accountants and experts directly related to its services hereunder. hereunder The Administrator shall indemnify or shall cause the Servicer to indemnify the Delaware Co-Trustee against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Delaware Co-Trustee shall notify the Administrator and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Delaware Co-Trustee to so notify the Administrator and the Servicer shall not relieve the Administrator or the Servicer of its obligations hereunder, where such failure shall not affect the Administrator's or Servicer's defenses in respect thereof. In case any such action is brought against the Delaware Co-Trustee covered by this Section 11.05 or any action for which the Delaware Co-Trustee is entitled to indemnification by the Administrator under the Administration Agreement, and it notifies the Administrator of the commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to the Delaware Co-Trustee (who may, unless there is, as evidenced by an opinion of counsel to the Delaware Co-Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and the Administrator will not be liable to the Delaware Co-Trustee under this Section for any legal or other expenses subsequently incurred by the Delaware Co-Trustee in connection with the defense thereof, other than reasonable costs of investigation.. Neither the Administrator nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Delaware Co-Trustee through the Delaware Co-Trustee's own willful misconduct, negligence or bad faith.