Common use of Liability of Administrator; Indemnities Clause in Contracts

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Administrator shall indemnify the Indenture Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Indenture and the other Basic Documents. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all loss, liability, claims, damages, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Trust Agreement and the other Basic Documents. Without limiting the generality of the foregoing, the Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement or the Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Certificateholders and Eligible Lender Trustee, the Noteholders Depositor, the Delaware Trustee, the Securities Insurer, the Indenture Trustee, the Master Servicer, the holders of Notes and any of the officers, directors, employees and agents of the Issuer Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Securities Insurer, the Swap Counterparty, the Indenture Trustee and the Master Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or the Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Administrator shall indemnify pay reasonable compensation to the Indenture Trustee in its individual capacity and any of shall reimburse the Indenture Trustee for all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against any all costs, expenses, losses, claims, damages and all lossliabilities, liability or expense (including attorneys' fees) incurred by it to the extent and in connection with the performance manner provided in, and subject to the limitations of, Section 6.07 of its duties under the Indenture Indenture. For purposes of this Section, in the event of the termination of the rights and the other Basic Documents. The Indenture Trustee shall notify the Issuer and obligations of the Administrator promptly (or any successor thereto pursuant to Section 6.06 or 6.09) as Administrator pursuant to Section 8.01(b), or a resignation by such Administrator pursuant to this Agreement, such Administrator shall be deemed to be the Administrator pending appointment of any claim for which it may seek indemnitya successor Administrator pursuant to Section 8.02. Failure by Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee, Delaware Trustee or the Indenture Trustee to so notify or the Issuer termination of this Agreement and the Administrator Administration Agreement and shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents. The Administrator shall defend the claim and the Administrator shall not be liable for the legal include reasonable fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by litigation. If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of the Issuer. Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Administrator shall indemnify the Trustee in its individual capacity and whom such payments are made thereafter collects any of its officerssuch amounts from others, directorssuch Person shall promptly repay such amounts to the Administrator, employees and agents against any and all loss, liability, claims, damages, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Trust Agreement and the other Basic Documents. Without limiting the generality of the foregoing, the Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:without interest.

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Administrator shall indemnify the Indenture Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Indenture and the other Basic Documents. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Administrator shall indemnify each of the Eligible Lender Trustee and the Interim Eligible Lender Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all loss, liability, claims, damages, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Interim Trust Agreement, the Trust Agreement and the other Basic Documents. Without limiting the generality of the foregoing, the Administrator shall indemnify the Eligible Lender Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement or the Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Certificateholders and Eligible Lender Trustee, the Noteholders Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer, the Holders of Notes and any of the officers, directors, employees and agents of the Issuer Issuer, the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee and the Master Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or the Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Administrator shall indemnify pay reasonable compensation to the Indenture Trustee in its individual capacity and any of shall reimburse the Indenture Trustee for all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against any all costs, expenses, losses, claims, damages and all lossliabilities, liability or expense (including attorneys' fees) incurred by it to the extent and in connection with the performance manner provided in, and subject to the limitations of, Section 6.07 of its duties under the Indenture Indenture. For purposes of this Section, in the event of the termination of the rights and the other Basic Documents. The Indenture Trustee shall notify the Issuer and obligations of the Administrator promptly (or any successor thereto pursuant to Section 6.06 or 6.09) as Administrator pursuant to Section 8.01(b), or a resignation by such Administrator pursuant to this Agreement, such Administrator shall be deemed to be the Administrator pending appointment of any claim for which it may seek indemnitya successor Administrator pursuant to Section 8.02. Failure by Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee, Owner Trustee or the Indenture Trustee to so notify or the Issuer termination of this Agreement and the Administrator Administration Agreement and shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents. The Administrator shall defend the claim and the Administrator shall not be liable for the legal include reasonable fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by litigation. If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of the Issuer. Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Administrator shall indemnify the Trustee in its individual capacity and whom such payments are made thereafter collects any of its officerssuch amounts from others, directorssuch Person shall promptly repay such amounts to the Administrator, employees and agents against any and all loss, liability, claims, damages, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Trust Agreement and the other Basic Documents. Without limiting the generality of the foregoing, the Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:without interest.

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement or the Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Certificateholders and Eligible Lender Trustee, the Noteholders Delaware Trustee, the Securities Insurer, the Indenture Trustee, the Master Servicer, the holders of Notes and any of the officers, directors, employees and agents of the Issuer Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Securities Insurer, the Swap Counterparty, the Indenture Trustee and the Master Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or the Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Administrator shall indemnify pay reasonable compensation to the Indenture Trustee in its individual capacity and any of shall reimburse the Indenture Trustee for all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against any all costs, expenses, losses, claims, damages and all lossliabilities, liability or expense (including attorneys' fees) incurred by it to the extent and in connection with the performance manner provided in, and subject to the limitations of, Section 6.07 of its duties under the Indenture Indenture. For purposes of this Section, in the event of the termination of the rights and the other Basic Documents. The Indenture Trustee shall notify the Issuer and obligations of the Administrator promptly (or any successor thereto pursuant to Section 6.05) as Administrator pursuant to Section 8.01(b), or a resignation by such Administrator pursuant to this Agreement, such Administrator shall be deemed to be the Administrator pending appointment of any claim for which it may seek indemnitya successor Administrator pursuant to Section 8.02. Failure by Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee, Delaware Trustee or the Indenture Trustee to so notify or the Issuer termination of this Agreement and the Administrator Administration Agreement and shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents. The Administrator shall defend the claim and the Administrator shall not be liable for the legal include reasonable fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by litigation. If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of the Issuer. Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Administrator shall indemnify the Trustee in its individual capacity and whom such payments are made thereafter collects any of its officerssuch amounts from others, directorssuch Person shall promptly repay such amounts to the Administrator, employees and agents against any and all loss, liability, claims, damages, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Trust Agreement and the other Basic Documents. Without limiting the generality of the foregoing, the Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:without interest.

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement or the Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Certificateholders and Eligible Lender Trustee, the Noteholders Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer, the Holders of Notes and any of the officers, directors, employees and agents of the Issuer Issuer, the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee and the Master Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or the Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Administrator Administrator, in accordance with Section 3 of the Administration Agreement, shall indemnify pay reasonable compensation to the Indenture Trustee, Eligible Lender Trustee and Owner Trustee to the extent not paid by the Issuer and shall reimburse the Indenture Trustee, Eligible Lender Trustee and Owner Trustee for all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Indenture Trustee in its individual capacity and any of its officers, directors, employees and agents from and against any all costs, expenses, losses, claims, damages and all lossliabilities, liability or expense (including attorneys' fees) incurred to the extent not paid by it the Issuer and in connection with the performance manner provided in, and subject to the limitations of, Section 6.07 of its duties under the Indenture and Section 3 of the other Basic DocumentsAdministration Agreement. The Indenture Trustee shall notify For purposes of this Section, in the Issuer event of the termination of the rights and obligations of the Administrator promptly (or any successor thereto pursuant to Section 6.06 or 6.09) as Administrator pursuant to Section 8.01(b), or a resignation by such Administrator pursuant to this Agreement, such Administrator shall be deemed to be the Administrator pending appointment of any claim for which it may seek indemnitya successor Administrator pursuant to Section 8.02. Failure by Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee, Owner Trustee or the Indenture Trustee to so notify or the Issuer termination of this Agreement and the Administrator Administration Agreement and shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents. The Administrator shall defend the claim and the Administrator shall not be liable for the legal include reasonable fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by litigation. If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of the Issuer. Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Administrator shall indemnify the Trustee in its individual capacity and whom such payments are made thereafter collects any of its officerssuch amounts from others, directorssuch Person shall promptly repay such amounts to the Administrator, employees and agents against any and all loss, liability, claims, damages, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Trust Agreement and the other Basic Documents. Without limiting the generality of the foregoing, the Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:without interest.

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Excess Distribution Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuer from and against any and all costs, expenses, losses, claims, actions, suits, damages and liabilities to the extent that such cost, expense, loss, claim, action, suit, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Administrator shall indemnify the Indenture Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all losslosses, liability claims, actions, suits, damages, liabilities, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as Indenture Trustee) or expense expenses (including attorneys' ’ fees) incurred by it in connection with the performance of its duties under the Indenture and the other Basic Documents. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's ’s own willful misconduct, negligence or bad faith. The Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all loss, liabilitylosses, claims, damages, liabilities, actions, suits, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) or expense expenses (including attorneys' ’ fees) incurred by it in connection with the performance of its duties under the Trust Agreement and the other Basic Documents. Without limiting the generality of the foregoing, the Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Administrator shall indemnify the Indenture Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys' ’ fees) incurred by it in connection with the performance of its duties under the Indenture and the other Basic Documents. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's ’s own willful misconduct, negligence or bad faith. The Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all loss, liability, claims, damages, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) or expense (including attorneys' ’ fees) incurred by it in connection with the performance of its duties under the Trust Agreement and the other Basic Documents. Without limiting the generality of the foregoing, the Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Certificateholders Eligible Lender Trustee, the Indenture Trustee, the Servicer and the Noteholders and any of the officers, directors, employees and agents of the Issuer Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Administrator shall indemnify pay reasonable compensation to the Indenture Trustee in its individual capacity and any of shall reimburse the Indenture Trustee for all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against any all costs, expenses, losses, claims, damages and all lossliabilities, liability or expense (including attorneys' fees) incurred by it to the extent and in connection with the performance manner provided in, and subject to the limitations of, Section 6.07 of its duties under the Indenture Indenture. For purposes of this Section, in the event of the termination of the rights and the other Basic Documents. The Indenture Trustee shall notify the Issuer and obligations of the Administrator promptly (or any successor thereto pursuant to Section 25) as Administrator pursuant to Section 12 or a resignation by such Administrator pursuant to this Agreement, such Administrator shall be deemed to be the Administrator pending appointment of any claim for which it may seek indemnitya successor Administrator pursuant to Section 13. Failure by Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee or the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator termination of its obligations hereunder this Agreement and under the other Basic Documents. The Administrator shall defend the claim and the Administrator shall not be liable for the legal include reasonable fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by litigation. If the Administrator shall have made any indemnity payments pursuant to this Agreement and the Person to or on behalf of the Issuer. Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Administrator shall indemnify the Trustee in its individual capacity and whom such payments are made thereafter collects any of its officerssuch amounts from others, directorssuch Person shall promptly repay such amounts to the Administrator, employees and agents against any and all loss, liability, claims, damages, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Trust Agreement and the other Basic Documents. Without limiting the generality of the foregoing, the Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:without interest.

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Certificateholders Owner Trustee (in its individual and trustee capacities), and the Noteholders Indenture Trustee, and any of the officers, directors, employees and agents of the Issuer Issuer, the Indenture Trustee, and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, of the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties hereunder hereunder. For purposes of this Section, in the event of the termination of the rights and obligations of the Administrator (or thereunder. The any successor thereto pursuant to Section 25 hereof) as Administrator pursuant to Section 12 hereof or a resignation by such Administrator pursuant to this Agreement, such Administrator shall indemnify be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 13 hereof. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee and the Indenture Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Indenture and the other Basic Documents. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator termination of its obligations hereunder this Agreement and under the other Basic Documents. The Administrator shall defend the claim and the Administrator shall not be liable for the legal include reasonable fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by litigation. If the Administrator shall have made any indemnity payments pursuant to this Agreement and the Person to or on behalf of the Issuer. Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Administrator shall indemnify the Trustee in its individual capacity and whom such payments are made thereafter collects any of its officerssuch amounts from others, directorssuch Person shall promptly repay such amounts to the Administrator, employees and agents against any and all loss, liability, claims, damages, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Trust Agreement and the other Basic Documents. Without limiting the generality of the foregoing, the Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:without interest.

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Administrator shall indemnify the Indenture Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Indenture and the other Basic Documents. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all loss, liability, claims, damages, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Trust Agreement and the other Basic Documents. Without limiting the generality of the foregoing, the Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Certificateholders Owner Trustee (in its individual and trustee capacities),and the Noteholders Indenture Trustee, and any of the officers, directors, employees and agents of the Issuer Issuer, the Indenture Trustee, and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, of the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties hereunder hereunder. For purposes of this Section, in the event of the termination of the rights and obligations of the Administrator (or thereunder. The any successor thereto pursuant to Section 25 hereof) as Administrator pursuant to Section 12 hereof or a resignation by such Administrator pursuant to this Agreement, such Administrator shall indemnify be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 13 hereof. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee and the Indenture Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Indenture and the other Basic Documents. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator termination of its obligations hereunder this Agreement and under the other Basic Documents. The Administrator shall defend the claim and the Administrator shall not be liable for the legal include reasonable fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by litigation. If the Administrator shall have made any indemnity payments pursuant to this Agreement and the Person to or on behalf of the Issuer. Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Administrator shall indemnify the Trustee in its individual capacity and whom such payments are made thereafter collects any of its officerssuch amounts from others, directorssuch Person shall promptly repay such amounts to the Administrator, employees and agents against any and all loss, liability, claims, damages, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Trust Agreement and the other Basic Documents. Without limiting the generality of the foregoing, the Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:without interest.

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement or the Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Certificateholders and Eligible Lender Trustee, the Noteholders Depositor, the Delaware Trustee, the Indenture Trustee, the Master Servicer, the Holders of Notes and any of the officers, directors, employees and agents of the Issuer Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee and the Master Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or the Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Administrator shall indemnify pay reasonable compensation to the Indenture Trustee in its individual capacity and any of shall reimburse the Indenture Trustee for all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against any all costs, expenses, losses, claims, damages and all lossliabilities, liability or expense (including attorneys' fees) incurred by it to the extent and in connection with the performance manner provided in, and subject to the limitations of, Section 6.07 of its duties under the Indenture Indenture. For purposes of this Section, in the event of the termination of the rights and the other Basic Documents. The Indenture Trustee shall notify the Issuer and obligations of the Administrator promptly (or any successor thereto pursuant to Section 6.06 or 6.09) as Administrator pursuant to Section 8.01(b), or a resignation by such Administrator pursuant to this Agreement, such Administrator shall be deemed to be the Administrator pending appointment of any claim for which it may seek indemnitya successor Administrator pursuant to Section 8.02. Failure by Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee, Delaware Trustee or the Indenture Trustee to so notify or the Issuer termination of this Agreement and the Administrator Administration Agreement and shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents. The Administrator shall defend the claim and the Administrator shall not be liable for the legal include reasonable fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by litigation. If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of the Issuer. Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Administrator shall indemnify the Trustee in its individual capacity and whom such payments are made thereafter collects any of its officerssuch amounts from others, directorssuch Person shall promptly repay such amounts to the Administrator, employees and agents against any and all loss, liability, claims, damages, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) or expense (including attorneys' fees) incurred by it in connection with the performance of its duties under the Trust Agreement and the other Basic Documents. Without limiting the generality of the foregoing, the Administrator shall indemnify the Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:without interest.