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. Administration Agreement (Trust) 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 Administration Agreement (Trust) 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 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. Administration Agreement (Depositor) 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 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 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 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 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.

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 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.