Common use of Liability of Administrator Clause in Contracts

Liability of Administrator. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, and all of the officers, directors, employees, trustees and agents of the Issuer, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer shall notify the Administrator promptly of any claim for which it may seek indemnity. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Issuer after it has assumed such defense. For purposes of this Section 18, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 21 hereof) pursuant to Section 14 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer elects not to appoint a successor Administrator, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 hereof. Indemnification under this Section 18 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 and the Issuer thereafter collects any of such amounts from others, the Issuer promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any person respecting any matters arising hereunder. Except as provided in this Administration Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties hereunder and that in its opinion may involve it in any expense or liability; provided that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Administration Agreement, the Indenture, and the other Issuer Documents and the rights and duties of the parties to this Administration Agreement, the Indenture, and the other Issuer Documents and the interests of the Holders of the Notes.

Liability of Administrator. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement. The Administrator shall indemnify, defend and hold harmless the IssuerDepositor, and all any of the officers, directors, employees, trustees employees and agents of the IssuerDepositor, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer Depositor through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer Depositor shall notify the Administrator promptly of any claim for which it may seek indemnity. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Issuer Depositor after it has assumed such defense. For purposes of this Section 1815, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 21 18 hereof) pursuant to Section 14 13 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer Depositor elects not to appoint a successor Administrator, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 18 hereof. Indemnification under this Section 18 15 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 15 and the Issuer Depositor thereafter collects any of such amounts from others, the Issuer Depositor promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer Depositor except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided provided, however, that these provisions shall not protect the Administrator or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. Except as provided in this Administration Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties hereunder and that in its opinion may involve it in any expense or liability; provided provided, however, that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Administration Agreement, the Indenture, and the other Issuer Depositor Documents and the rights and duties of the parties to this Administration Agreement, the Indenture, Agreement and the other Issuer Documents and the interests of the Holders of the NotesDepositor Documents.

Liability of Administrator. The No provision of this Trust Agreement shall be construed to relieve the Administrator from liability for his own fraud, willful misconduct, or gross negligence except that: (a) the Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, and all of the officers, directors, employees, trustees and agents of the Issuer, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer through, the gross negligence, willful misfeasance or bad faith of the Administrator in for the performance of its such duties under and obligations as are specifically set forth in this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer shall notify Trust Agreement; (b) the Administrator promptly shall not be personally liable for any error of any claim for which it may seek indemnity. The judgment made in good faith; (c) the Administrator shall defend not be personally liable with respect to any action taken or omitted to be taken in good faith in accordance with the claim direction of the Delaware Court of Chancery; (d) the Administrator may conclusively rely, and shall not incur any personal liability to anyone in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (e) the Administrator may act through agents and may consult with legal counsel (including tax counsel), accountants, investment bankers and other skilled persons selected by it with reasonable care, and the Administrator shall not be personally liable for the legal fees and expenses of the Issuer after it has assumed such defense. For purposes of this Section 18, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 21 hereof) pursuant to Section 14 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer elects not to appoint a successor Administrator, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 hereof. Indemnification under this Section 18 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 and the Issuer thereafter collects any of such amounts from others, the Issuer promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant omitted to this Administration Agreement or for errors in judgment; provided that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees or agents may rely taken in good faith on in accordance with the advice thereof; (f) persons and entities dealing with the Administrator shall look only to the Trust Property to satisfy any liability incurred by the Administrator to such person or entity in carrying out the terms of counsel or on any document of any kind, prima facie properly executed and submitted by any person respecting any matters arising hereunder. Except as provided in this Administration Trust Agreement, and the Administrator shall have no personal obligation to satisfy any such liability; (g) the Administrator shall not be under personally liable for any obligation failure to appear inseek out or assert any claim of the Partnership against any other person or entity unless such failure results from the Administrator's own fraud, prosecute willful misconduct or defend gross negligence; PROVIDED, HOWEVER that nothing herein shall affect or restrict the Administrator's authority to investigate or assert any legal action that claim of the Partnership against any other person or entity; and (h) the Administrator shall not be incidental personally liable to its duties hereunder any person or entity who at the time is a Beneficiary with respect to any action taken or omitted to be taken in good faith in accordance with the direction or consent of the Beneficiaries hereunder, and that in its opinion may involve it in any expense such direction or liability; provided that the Administrator may undertake any reasonable action that it may deem necessary or desirable consent shall be conclusive and binding in respect of this Administration Agreement, the Indenture, beneficial interest then held by such Beneficiary and upon any person or entity who may in the other Issuer Documents and the rights and duties of the parties to this Administration Agreement, the Indenture, and the other Issuer Documents and the interests of the Holders of the Notesfuture become a Beneficiary.

Liability of Administrator. (a) The Administrator shall be liable in accordance herewith only have no obligation to use any of its own funds (i) to make payments on the Bonds or to the extent Trustee in respect thereof, or (ii) to pay any costs or expenses of the obligations specifically undertaken by Trustee, except from amounts in the Administrative Expense Account. The recitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, and the Administrator under shall not assume responsibility for the correctness of the same, nor make any representations as to the validity or sufficiency of this Administration AgreementIndenture or of the security for the Bonds nor shall incur any responsibility in respect thereof. The Administrator shall indemnify, defend and hold harmless the Issuer, and all of the officers, directors, employees, trustees and agents of the Issuer, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer through, the gross negligence, willful misfeasance or bad faith of the Administrator not be liable in connection with the performance of its duties under this Administration Agreement hereunder, except for its own negligence or by reason of reckless disregard of its obligations and duties hereunder or thereunder. misconduct. (b) The Issuer shall notify the Administrator promptly of any claim for which it may seek indemnity. The Administrator shall defend the claim and the Administrator shall not be liable for any action taken by it and believed by it to be authorized or within the legal fees and expenses discretion or rights or powers conferred upon it by this Indenture, except for actions arising from the negligence or misconduct of the Issuer after it has assumed such defense. For purposes of this Section 18, in the event of the termination of the rights and obligations of the Administrator Administrator. (or any successor thereto pursuant to Section 21 hereofc) pursuant to Section 14 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer elects not to appoint a successor Administrator, such The Administrator shall not be deemed to be have knowledge of any Event of Default hereunder unless and until it shall have received written notice thereof from the Trustee or an owner of the Bonds. In the absence of such actual knowledge or notice, the Administrator pending appointment may conclusively assume that no Event of a successor Administrator pursuant to Section 21 hereof. Indemnification Default has occurred and is continuing under this Section 18 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 and the Issuer thereafter collects any of such amounts from others, the Issuer promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any person respecting any matters arising hereunderIndenture. Except as otherwise expressly provided in this Administration Agreementherein, the Administrator shall not be under bound to ascertain or inquire as to the performance or observance by any obligation other party of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to appear inthe existence of any default thereunder. (d) No provision of this Indenture shall require the Administrator to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, prosecute or defend in the exercise of any legal action of its rights or powers, if amounts in the Administrative Expense Account are not available for that purpose. Nonetheless, the Administrator shall be entitled to interest on any amounts voluntarily advanced by it from its own funds at the maximum rate permitted by law. (e) The Administrator shall have no responsibility, opinion, or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. (f) The Administrator shall not be incidental liable to the parties hereto or deemed in breach or default hereunder if and to the extent its duties performance hereunder and is prevented by reason of force majeure. The term “force majeure” means an occurrence that in its opinion may involve it in any expense or liability; provided that is beyond the control of the Administrator may undertake any reasonable action that it may deem necessary and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or desirable in respect of this Administration Agreement, the Indenture, and the other Issuer Documents and the rights and duties of the parties to this Administration Agreement, the Indenture, and the other Issuer Documents and the interests of the Holders of the Notessimilar occurrences.

Liability of Administrator. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement. . (a) The Administrator shall indemnify, defend and hold harmless the Issuer, and all of the officers, directors, employees, trustees and agents of the Issuer, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer shall notify the Administrator promptly of any claim for which it may seek indemnity. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Issuer after it has assumed such defense. (b) The Administrator shall indemnify the Owner Trustee (including in its individual capacity) and its officers, directors, employees or agents for, and hold them harmless against, any loss, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement and this Administration Agreement (and including without limitation, an indemnity as described above with respect to the Depositor’s obligations in favor of the Owner Trustee under the Trust Agreement). Except as otherwise expressly provided in the Indenture and the Trust Agreement, and except to the extent otherwise paid under the Indenture and the Trust Agreement, the Administrator shall pay the Owner Trustee’s fees and reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Basic Documents (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith. (c) For purposes of this Section 18, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 21 hereof) pursuant to Section 14 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer elects not to appoint a successor Administrator, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 hereof. Indemnification The obligations of the Administrator under this Section 18 shall survive the resignation or removal of the Owner Trustee, the termination of this Administration Agreement and the Trust Agreement and the termination of the Issuer and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 and the Issuer thereafter collects any of such amounts from others, the Issuer promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement; provided, however, these provisions shall not protect the Indenture Trustee, as Administrator, in the event that the Indenture Trustee shall be the Administrator pursuant to Section 21 hereof, or any of its directors, officers, employees or agents against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any person respecting any matters arising hereunder. Except as provided in this Administration Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties hereunder and that in its opinion may involve it in any expense or liability; provided that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Administration Agreement, the Indenture, and the other Issuer Documents and the rights and duties of the parties to this Administration Agreement, the Indenture, and the other Issuer Documents and the interests of the Holders holders of the Notes.

Liability of Administrator. The duties of the Administrator shall be limited to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgement or mistake of law or for any loss suffered by the Trust and the Fund in accordance herewith only connection with the matters to which this Agreement relates, except to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement. The Administrator shall indemnifya loss resulting from willful misfeasance, defend and hold harmless the Issuerbad faith, and all of the officers, directors, employees, trustees and agents of the Issuer, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage negligence or liability arose out of, or was imposed upon the Issuer through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer shall notify the Administrator promptly of any claim for which it may seek indemnityunder this Agreement. The Administrator shall defend may consult counsel to the claim Trust or the Trust's independent public accountants or other experts with respect to any matter arising in connection with the Administrator's duties, and the Administrator shall not be liable for the legal fees and expenses of the Issuer after it has assumed such defense. For purposes of this Section 18, in the event of the termination of the rights and obligations of any action taken or omitted by the Administrator (in good faith in reliance on the oral or any successor thereto pursuant to Section 21 hereof) pursuant to Section 14 hereof written advice of such counsel, independent public accountants or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer elects not to appoint a successor Administrator, such other experts. The Administrator shall not be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 hereof. Indemnification under this Section 18 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 and the Issuer thereafter collects any of such amounts from others, the Issuer promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer except as provided under this Administration Agreement liable for any action taken or omitted by the Administrator in reliance on the oral or written instruction, authorization, approval or information provided to the Administrator by any person reasonably believed by the Administrator to be authorized by the Trust to give such instruction, authorization, approval or information. The Administrator shall not be liable or responsible for refraining from the taking any acts or omissions of any action pursuant predecessor administrator or any other persons having responsibility for matters to which this Administration Agreement relates prior to the effective date of this Agreement nor shall the Administrator be responsible for reviewing any such acts or for errors in judgment; provided that these provisions shall not protect omissions. Any person, even though also an officer, employee or agent of the Administrator or any of its affiliates, who may be or become an officer or Trustee of the Trust shall be deemed, when rendering services to the Trust with respect to the Fund as such person against any liability that would otherwise officer or Trustee, to be imposed by reason rendering such services to or acting solely for the Trust with respect to the Fund and not as an officer, employee or agent or one under the control or direction of willful misfeasance, bad faith the Administrator or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directorsaffiliates, even though paid by one of those entities. As used above in this Section 12 (except the previous sentence) and in Section 13, the term "Administrator" shall include officers, employees or and other agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any person respecting any matters arising hereunder. Except as provided in this Administration Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties hereunder and that in its opinion may involve it in any expense or liability; provided that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Administration Agreement, the Indenture, and the other Issuer Documents and the rights and duties of the parties to this Administration Agreement, the Indenture, and the other Issuer Documents and the interests of the Holders of the NotesAdministrator.

Liability of Administrator. The duties of the Administrator shall be liable in accordance herewith only limited to the extent of the obligations specifically undertaken those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator under this Administration Agreementhereunder. The Administrator shall indemnifymay, defend and hold harmless the Issuerin connection with this Agreement, employ agents or attorneys in fact, and all shall be liable for their conduct in accordance with the provisions of Section 9 hereof. With respect to its own conduct, the officersAdministrator shall not be liable for any loss arising out of or in connection with its actions under this Agreement so long as it acts in good faith and with due diligence, directorsand is not negligent or guilty of any willful misconduct. With the prior approval of IAI or the Trust (except with respect to routine matters when such prior approval shall not be required), employees, trustees and agents of the Issuer, from and against any and all costs, expenses, losses, claims, damages and liabilities Administrator may consult counsel to the extent that Trust or the Trust's independent public accountants or other experts with respect to any such costmatter arising in connection with the Administrator's duties, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer shall notify the Administrator promptly of any claim for which it may seek indemnity. The Administrator shall defend the claim and the Administrator shall not be liable for any action taken or omitted by the legal fees and expenses Administrator in good faith in reliance on the oral or written instruction of such counsel, independent public accountants or other experts. The Administrator shall not be liable for any action taken or omitted by the Issuer after it has assumed Administrator in reliance on the oral or written instruction, authorization, approval or information provided to the Administrator by any person reasonably believed by the Administrator to be authorized by the Trust or IAI to give such defenseinstruction, authorization, approval or information. For purposes The Administrator shall not be liable or responsible for any acts or omissions of any predecessor administrator or any other persons having responsibility for matters to which this Agreement relates prior to the effective date of this Section 18Agreement nor shall the Administrator be responsible for reviewing any such acts or omissions. Any person, in the event of the termination of the rights and obligations even though also an officer, director, employee or agent of the Administrator (or any successor thereto pursuant to Section 21 hereof) pursuant to Section 14 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer elects not to appoint a successor Administrator, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 hereof. Indemnification under this Section 18 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 and the Issuer thereafter collects any of such amounts from others, the Issuer promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its affiliates, who may be or become an officer or Trustee of the Trust, shall be deemed, when rendering services to the Trust as such officer or Trustee, to be rendering such services to or acting solely for the Trust and not as an officer, director, employee or agent or one under the control or direction of the Administrator or any of its affiliates, even though paid by one of those entities. As used above in this Section 12 (except the previous sentence) and in Section 13, the term "Administrator" shall include directors, officers, employees or and other agents shall be under any liability to the Issuer except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any person respecting any matters arising hereunder. Except as provided in this Administration Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties hereunder and that in its opinion may involve it in any expense or liability; provided that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Administration Agreement, the Indenture, and the other Issuer Documents and the rights and duties of the parties to this Administration Agreement, the Indenture, and the other Issuer Documents and the interests of the Holders of the NotesAdministrator.

Liability of Administrator. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, and all of the officers, directors, employees, trustees and agents of the Issuer, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer shall notify the Administrator promptly of any claim for which it may seek indemnity. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Issuer after it has assumed such defense. For purposes of this Section 18, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 21 hereof) pursuant to Section 14 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer elects not to appoint a successor Administrator, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 hereof. Indemnification under this Section 18 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 and the Issuer thereafter collects any of such amounts from others, the Issuer promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement; provided, however, these provisions shall not protect the Indenture Trustee, as Administrator, in the event that the Indenture Trustee shall be the Administrator pursuant to Section 21 hereof, or any of its directors, officers, employees or agents against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any person respecting any matters arising hereunder. Except as provided in this Administration Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties hereunder and that in its opinion may involve it in any expense or liability; provided that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Administration Agreement, the Indenture, and the other Issuer Documents and the rights and duties of the parties to this Administration Agreement, the Indenture, and the other Issuer Documents and the interests of the Holders holders of the Notes.

Liability of Administrator. The No provision of this Trust Agreement shall be construed to relieve the Administrator from liability for his own fraud, willful misconduct, or gross negligence except that: (a) the Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, and all of the officers, directors, employees, trustees and agents of the Issuer, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer through, the gross negligence, willful misfeasance or bad faith of the Administrator in for the performance of its such duties under and obligations as are either specifically set forth in this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer shall notify Trust Agreement; (b) the Administrator promptly shall not be personally liable for any error of any claim for which it may seek indemnity. The judgment made in good faith, unless the Administrator was grossly negligent; (c) the Administrator shall defend not be personally liable with respect to any action taken or omitted to be taken in good faith in accordance with the claim direction of the Delaware Court of Chancery; (d) the Administrator may conclusively rely, and shall not incur any personal liability to anyone in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (e) the Administrator may act through agents and may consult with legal counsel (including tax counsel), accountants, investment bankers and other skilled persons selected by it with reasonable care, and the Administrator shall not be personally liable for the legal fees and expenses of the Issuer after it has assumed such defense. For purposes of this Section 18, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 21 hereof) pursuant to Section 14 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer elects not to appoint a successor Administrator, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 hereof. Indemnification under this Section 18 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 and the Issuer thereafter collects any of such amounts from others, the Issuer promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant omitted to this Administration Agreement or for errors in judgment; provided that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees or agents may rely taken in good faith on in accordance with the advice thereof; (f) persons and entities dealing with the Administrator shall look only to the Trust Property to satisfy any liability incurred by the Administrator to such person or entity in carrying out the terms of counsel or on any document of any kind, prima facie properly executed and submitted by any person respecting any matters arising hereunder. Except as provided in this Administration Trust Agreement, and the Administrator shall have no personal obligation to satisfy any such liability; (g) the Administrator shall not be under personally liable for any obligation failure to appear inseek out or assert any claim of the Company against any other person or entity unless such failure results from the Administrator’s gross negligence, prosecute willful misconduct or defend fraud; provided, however that nothing herein shall affect or restrict the Administrator’s authority to investigate or assert any legal action that claim of the Company against any other person or entity; and (h) the Administrator shall not be incidental personally liable to its duties hereunder any person or entity who at the time is a Beneficiary with respect to any action taken or omitted to be taken in good faith in accordance with the direction or consent of the Beneficiaries hereunder, and that in its opinion may involve it in any expense such direction or liability; provided that the Administrator may undertake any reasonable action that it may deem necessary or desirable consent shall be conclusive and binding in respect of this Administration Agreement, the Indenture, beneficial interest then held by such Beneficiary and upon any person or entity who may in the other Issuer Documents and the rights and duties of the parties to this Administration Agreement, the Indenture, and the other Issuer Documents and the interests of the Holders of the Notesfuture become a Beneficiary.

Liability of Administrator. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, and all of the officers, directors, employees, trustees employees and agents of the Issuer, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer shall notify the Administrator promptly of any claim for which it may seek indemnity. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Issuer after it has assumed such defense. For purposes of this Section 1816, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 21 20 hereof) pursuant to Section 14 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer elects not to appoint a successor Administrator, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 20 hereof. Indemnification under this Section 18 16 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 16 and the Issuer thereafter collects any of such amounts from others, the Issuer promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any person respecting any matters arising hereunder. Except as provided in this Administration Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties hereunder and that in its opinion may involve it in any expense or liability; provided PROVIDED that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Administration Agreement, the Indenture, the Transfer Agreement and the other Issuer Servicing Documents and the rights and duties of the parties to this Administration Agreement, the Indenture, the Transfer Agreement and the other Issuer Servicing Documents and the interests of the Holders holders of the NotesNotes under the Indenture.

Liability of Administrator. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement. The Administrator shall indemnify, defend and hold harmless the IssuerDepositor, and all any of the officers, directors, employees, trustees employees and agents of the IssuerDepositor, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer Depositor through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer Depositor shall notify the Administrator promptly of any claim for which it may seek indemnity. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Issuer Depositor after it has assumed such defense. For purposes of this Section 1815, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 21 18 hereof) pursuant to Section 14 13 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer Depositor elects not to appoint a successor Administrator, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 18 hereof. Indemnification under this Section 18 15 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 15 and the Issuer Depositor thereafter collects any of such amounts from others, the Issuer Depositor promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer Depositor except as provided under this Administration Agreement for 9 Administration Agreement (Depositor) any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided provided, however, that these provisions shall not protect the Administrator or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. Except as provided in this Administration Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties hereunder and that in its opinion may involve it in any expense or liability; provided provided, however, that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Administration Agreement, the Indenture, and the other Issuer Depositor Documents and the rights and duties of the parties to this Administration Agreement, the Indenture, Agreement and the other Issuer Documents and the interests of the Holders of the NotesDepositor Documents.

Liability of Administrator. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, and all of the officers, directors, employees, trustees and agents of the Issuer, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer shall notify the Administrator promptly of any claim for which it may seek indemnity. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Issuer after it has assumed such defense. For purposes of this Section 18, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 21 hereofa) pursuant to Section 14 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer elects not to appoint a successor Administrator, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 hereof. Indemnification under this Section 18 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 and the Issuer thereafter collects any of such amounts from others, the Issuer promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its the directors, officers, employees or agents of the Administrator in its capacity as Administrator shall be under any liability to the Issuer except as provided under this Administration Agreement Issuer, the Indenture Trustee, any other party to any Basic Document or any other Person for taking any action taken action, or for refraining from the taking of any action, in good faith in its capacity as Administrator pursuant to this Agreement or any other Basic Document. (b) The Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Administrator. (c) In the absence of bad faith or negligence on its part, the Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions and calculations expressed therein, upon certificates or opinions furnished to the Administrator and conforming to the requirements of this Agreement or any other Basic Document; provided, however, that the Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Administrator that are specifically required to be furnished pursuant to any provision of this Agreement or any other Basic Document, shall examine them to determine whether they substantially conform, without verification of the accuracy of any computations therein, to the requirements of this Agreement or any other Basic Document. The Administrator shall give prompt written notice to the Indenture Trustee of any material lack of conformity of any such instrument to the applicable requirements of this Agreement or any other Basic Document discovered by the Administrator that would entitle the Indenture Trustee to take any action pursuant to this Administration Agreement or any other Basic Document if such lack of conformity cannot be cured. (d) No provision of this Agreement or any other Basic Document shall be construed to relieve the Administrator from liability for errors in judgment; provided that these provisions its own negligence or willful misconduct, except that: (i) permissive rights of the Administrator shall not protect be construed as duties; (ii) the Administrator shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Administrator was negligent in ascertaining the pertinent facts; and (iii) the Administrator shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement and at the direction of the Indenture Trustee relating to the time, method and place of conducting any proceeding for any remedy available to the Administrator, or for exercising any trust or power conferred upon the Administrator under this Agreement or any such person against other Basic Document. (e) No provision of this Agreement or any other Basic Document shall require the Administrator to expend or risk its own funds or otherwise incur any financial liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees duties hereunder or agents may rely thereunder or in good faith on the advice of counsel or on any document exercise of any kind, prima facie properly executed of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (f) For all purposes under this Agreement and submitted by any person respecting any matters arising hereunder. Except as provided in this Administration Agreementother Basic Document, the Administrator shall not be deemed to have notice or knowledge of any default or Event of Default unless a Responsible Officer assigned to and working in the Corporate Trust Office of the Administrator has actual knowledge thereof or has received written notice thereof. For purposes of determining the Administrator's responsibility and liability hereunder or under any obligation other Basic Document, any reference to appear in, prosecute default or defend any legal action that Event of Default shall not be incidental construed to its duties hereunder and that in its opinion may involve it in any expense refer only to such default or liability; provided that Event of Default of which the Administrator is deemed to have notice as described in this subsection 24(f). (g) Except as otherwise provided in subsections 24(b) through (f): (iv) The Administrator may undertake conclusively rely and shall fully be protected in acting or refraining from acting on any reasonable action that resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document reasonably believed by it may deem necessary to be genuine and to have been signed or desirable in respect of this Administration Agreement, presented by the Indenture, and the other Issuer Documents and the rights and duties of the parties to this Administration Agreement, the Indenture, and the other Issuer Documents and the interests of the Holders of the Notesproper party or parties.

Liability of Administrator. The duties of the Administrator shall be liable in accordance herewith only limited to the extent of the obligations specifically undertaken those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator under this Administration Agreementhereunder. The Administrator shall indemnifymay, defend and hold harmless the Issuerin connection with this Agreement, employ agents or attorneys in fact, and all shall not be liable for any loss arising out of the officers, directors, employees, trustees and agents of the Issuer, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of connection with its duties actions under this Administration Agreement so long as it acts in good faith and with due diligence, and is not negligent or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer shall notify the Administrator promptly guilty of any claim for which it may seek indemnitywillful misconduct. The Administrator shall defend may consult counsel to the claim Fund or the Fund's independent public accountants or other experts with respect to any matter arising in connection with the Administrator's duties, and the Administrator shall not be liable for the legal fees and expenses of the Issuer after it has assumed such defense. For purposes of this Section 18, in the event of the termination of the rights and obligations of any action taken or omitted by the Administrator (in good faith in reliance on the oral or any successor thereto pursuant to Section 21 hereof) pursuant to Section 14 hereof written advice of such counsel, independent public accountants or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer elects not to appoint a successor Administrator, such other experts. The Administrator shall not be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 hereof. Indemnification under this Section 18 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 and the Issuer thereafter collects any of such amounts from others, the Issuer promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer except as provided under this Administration Agreement liable for any action taken or omitted by the Administrator in reliance on the oral or written instruction, authorization, approval or information provided to the Administrator by any person reasonably believed by the Administrator to be authorized by the Fund to give such instruction, authorization, approval or information. The Administrator shall not be liable or responsible for refraining from the taking any acts or omissions of any action pursuant predecessor administrator or any other persons having responsibility for matters to which this Administration Agreement relates prior to the effective date of this Agreement nor shall the Administrator be responsible for reviewing any such acts or for errors in judgment; provided that these provisions shall not protect omissions. Any person, even though also an officer, trustee, employee or agent of the Administrator or any of its affiliates, who may be or become an officer or Trustee of the Fund, shall be deemed, when rendering services to the Fund as such person against any liability that would otherwise officer or Trustee, to be imposed by reason rendering such services to or acting solely for the Fund and not as an officer, trustee, employee or agent or one under the control or direction of willful misfeasance, bad faith the Administrator or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directorsaffiliates, even though paid by one of those entities. As used above in this Section 12 (except the previous sentence) and in Section 13, the term "Administrator" shall include trustees, officers, employees or and other agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any person respecting any matters arising hereunder. Except as provided in this Administration Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties hereunder and that in its opinion may involve it in any expense or liability; provided that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Administration Agreement, the Indenture, and the other Issuer Documents and the rights and duties of the parties to this Administration Agreement, the Indenture, and the other Issuer Documents and the interests of the Holders of the NotesAdministrator.