Common use of Limitation of Liability of the Administrator; Indemnification Clause in Contracts

Limitation of Liability of the Administrator; Indemnification. Notwithstanding anything herein to the contrary, this Agreement has been countersigned by Deutsche Bank National Trust Company not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. The Depositor hereby agrees to indemnify the Administrator, the Certificate Paying Agent and the Certificate Registrar against any and all loss, liability or expense (including attorney’s fees) incurred by any of them in connection with the performance of their respective duties under the Related Agreements. The Administrator, the Certificate Paying Agent and the Certificate Registrar and shall notify each of the Issuer and the Depositor promptly of any claim for which it may seek indemnity. Failure by any such party to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor shall defend any such claim, and the Administrator and the Certificate Paying Agent may have separate counsel and the Depositor shall pay the fees and expenses of such counsel. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent or the Certificate Registrar to the extent attributable to any such party’s own willful misconduct, negligence or bad faith. Each of such parties shall be third-party beneficiaries of this Section 20 and shall be entitled to rely upon and to directly enforce this Section. The payment and indemnification obligations of the Depositor under the Related Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related Agreements.

Limitation of Liability of the Administrator; Indemnification. Notwithstanding anything herein to the contrary, this Agreement has been countersigned by Deutsche Bank National Trust Company Americas not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. The Depositor and Saxon Funding Management, Inc. shall hereby agrees agree to jointly and severally indemnify the Administrator, the Certificate Paying Agent and the Certificate Registrar and their respective officers, directors, employees and agents against any and all loss, liability or expense (including attorney’s feesfees and expenses) incurred by any of them in connection with the performance of their respective duties under the Related Agreements. The Administrator, the Certificate Paying Agent and the Certificate Registrar and shall notify each of the Issuer Depositor and Saxon Funding Management, Inc. (collectively the “Indemnifying Parties”) and the Depositor Issuer promptly of any claim for which it may seek indemnity. Failure by any such party to so notify the Depositor Indemnifying Parties shall not relieve the Depositor Indemnifying Parties of its their obligations hereunder. The Depositor Indemnifying Parties shall defend any such claim, and the Administrator and Administrator, the Certificate Paying Agent and the Certificate Registrar may have separate counsel and the Depositor Indemnifying Parties shall pay the fees and expenses of such counsel. The Depositor Indemnifying Parties need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent Agent, or the Certificate Registrar to the extent attributable to any such party’s own willful misconduct, negligence or bad faith. Each The Administrator undertakes to perform only such duties and obligations as are set forth in this Agreement, it being expressly understood by the Owner Trustee and the Issuer that there are no implied duties or obligations under this Agreement. Neither the Administrator nor any of such parties its respective officers, directors, employees or agents shall be third-party beneficiaries liable, directly or indirectly, for any damages or expenses arising out of the services performed upon this Section 20 and shall be entitled to rely upon and to directly enforce this SectionAgreement other than damages resulting from its negligence, willful misconduct or bad faith. The payment and indemnification obligations of the Depositor Indemnifying Parties under the Related Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related Agreements. In carrying out the foregoing duties, the Administrator shall be afforded the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to compensation, reimbursement and indemnification.

Limitation of Liability of the Administrator; Indemnification. Notwithstanding anything herein to the contrary, this Agreement has been countersigned by Deutsche Bank National Trust Company Americas not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. The Depositor and Saxon Mortgage, Inc. shall hereby agrees agree to jointly and severally indemnify the Administrator, the Certificate Paying Agent and the Certificate Registrar and their respective officers, directors, employees and agents against any and all loss, liability or expense (including attorney’s feesfees and expenses) incurred by any of them in connection with the performance of their respective duties under the Related Agreements. The Administrator, the Certificate Paying Agent and the Certificate Registrar and shall notify each of the Issuer Depositor and Saxon Mortgage Inc. (collectively the “Indemnifying Parties”) and the Depositor Issuer promptly of any claim for which it may seek indemnity. Failure by any such party to so notify the Depositor Indemnifying Parties shall not relieve the Depositor Indemnifying Parties of its their obligations hereunder. The Depositor Indemnifying Parties shall defend any such claim, and the Administrator and Administrator, the Certificate Paying Agent and the Certificate Registrar may have separate counsel and the Depositor Indemnifying Parties shall pay the fees and expenses of such counsel. The Depositor Indemnifying Parties need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent Agent, or the Certificate Registrar to the extent attributable to any such party’s own willful misconduct, negligence or bad faith. Each The Administrator undertakes to perform only such duties and obligations as are set forth in this Agreement, it being expressly understood by the Owner Trustee and the Issuer that there are no implied duties or obligations under this Agreement. Neither the Administrator nor any of such parties its respective officers, directors, employees or agents shall be third-party beneficiaries liable, directly or indirectly, for any damages or expenses arising out of the services performed upon this Section 20 and shall be entitled to rely upon and to directly enforce this SectionAgreement other than damages resulting from its negligence, willful misconduct or bad faith. The payment and indemnification obligations of the Depositor Indemnifying Parties under the Related Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related Agreements. In carrying out the foregoing duties, the Administrator shall be afforded the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to compensation, reimbursement and indemnification.

Limitation of Liability of the Administrator; Indemnification. Notwithstanding anything herein to the contrary, this Agreement has been countersigned by Deutsche Bank National Trust Company [_______________] not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. The Depositor and Xxxxxx Brothers Inc. shall hereby agrees agree to jointly and severally indemnify the Administrator, the Certificate Paying Agent and Agent, the Certificate Registrar and the Securities Intermediary against any and all loss, liability or expense (including attorney’s fees) incurred by any of them in connection with the performance of their respective duties under the Related Agreements. The Administrator, the Certificate Paying Agent and Agent, the Certificate Registrar and the Securities Intermediary shall notify each of the Issuer and Issuer, the Depositor and Xxxxxx Brothers Inc. (collectively the “Indemnifying Parties”) promptly of any claim for which it may seek indemnity. Failure by any such party to so notify the Depositor Indemnifying Parties, shall not relieve the Depositor Indemnifying Parties of its their obligations hereunder. The Depositor Indemnifying Parties shall defend any such claim, and the Administrator and Administrator, the Certificate Paying Agent and the Securities Intermediary may have separate counsel and the Depositor Indemnifying Parties shall pay the fees and expenses of such counsel. The Depositor Indemnifying Parties need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent or Agent, the Certificate Registrar or the Securities Intermediary to the extent attributable to any such party’s own willful misconduct, negligence or bad faith. Each of such parties shall be third-party beneficiaries of this Section 20 21 and shall be entitled to rely upon and to directly enforce this Section. The payment and indemnification obligations of the Depositor Indemnifying Parties under the Related Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related Agreements.

Limitation of Liability of the Administrator; Indemnification. Notwithstanding anything herein to the contraryThe Administrator (and its officers, this Agreement has been countersigned by Deutsche Bank National Trust Company not in its individual capacity but solely in its capacity as Administrator managers, partners, agents, employees, controlling persons, members, and in no event shall the Administrator in its individual capacity have any liability for the representations, warranties, covenants, agreements other person or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. The Depositor hereby agrees to indemnify entity affiliated with the Administrator, the Certificate Paying Agent including, without limitation, its managing member and the Certificate Registrar against Investment Manager, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) shall not be liable to the Fund for any and all loss, liability action taken or expense (including attorney’s fees) incurred omitted to be taken by any of them the Administrator in connection with the performance of their respective duties under the Related Agreements. The Administrator, the Certificate Paying Agent and the Certificate Registrar and shall notify each of the Issuer and the Depositor promptly of any claim for which it may seek indemnity. Failure by any such party to so notify the Depositor shall not relieve the Depositor of its duties or obligations hereunder. The Depositor shall defend any such claimunder this Agreement or otherwise as administrator for the Fund, and the Administrator Fund shall indemnify, defend and protect the Certificate Paying Agent may have separate counsel Indemnified Parties and the Depositor shall pay the hold them harmless from and against all damages, losses, liabilities, costs and expenses (including, without limitation, judgments, fines, reasonable attorneys’ fees and expenses of such counsel. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including, without limitation, an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Fund. Notwithstanding the previous sentence of this Paragraph 5 to the contrary, nothing contained in this Paragraph shall protect or be deemed to protect the Certificate Paying Agent Indemnified Parties against, or entitle or be deemed to entitle the Certificate Registrar Indemnified Parties to indemnification in respect of, any liability to the Fund or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent attributable to any such party’s own willful misconductapplicable, negligence or bad faith. Each of such parties as the same shall be third-determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). The Fund will, upon the request of an Indemnified Party and to the extent legally permissible, advance amounts in connection with its indemnification obligation; provided, however, that if it is later determined that such party beneficiaries of this Section 20 and shall be was not entitled to rely upon and to directly enforce this Section. The payment and indemnification obligations of be indemnified, then such party will promptly reimburse the Depositor under the Related Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related AgreementsFund for all advanced amounts.

Limitation of Liability of the Administrator; Indemnification. Notwithstanding anything herein to the contrary, this Agreement has been countersigned by Deutsche Bank National Trust Company not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. The Depositor hereby agrees to indemnify the Administrator, the Certificate Paying Agent and Agent, the Certificate Registrar and the Securities Intermediary against any and all loss, liability or expense (including attorney’s 's fees) incurred by any of them in connection with the performance of their respective duties under the Related Agreements. The Administrator, the Certificate Paying Agent and Agent, the Certificate Registrar and the Securities Intermediary shall notify each of the Issuer and the Depositor (collectively the "Indemnifying Parties") promptly of any claim for which it may seek indemnity. Failure by any such party to so notify the Depositor Indemnifying Parties shall not relieve the Depositor Indemnifying Parties of its their obligations hereunder. The Depositor Indemnifying Parties shall defend any such claim, and the Administrator and Administrator, the Certificate Paying Agent and the Securities Intermediary may have separate counsel and the Depositor Indemnifying Parties shall pay the fees and expenses of such counsel. The Depositor Indemnifying Parties need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent or Agent, the Certificate Registrar or the Securities Intermediary to the extent attributable to any such party’s 's own willful misconduct, negligence or bad faith. Each of such parties shall be third-party beneficiaries of this Section 20 and shall be entitled to rely upon and to directly enforce this Section. The payment and indemnification obligations of the Depositor Indemnifying Parties under the Related Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related Agreements.

Limitation of Liability of the Administrator; Indemnification. Notwithstanding anything herein to the contrary, this Agreement has been countersigned by Deutsche Bank National Trust Company not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. The Depositor hereby agrees to indemnify the Administrator, the Certificate Paying Agent and the Certificate Registrar against any and all loss, liability or expense (including attorney’s 's fees) incurred by any of them in connection with the performance of their respective duties under the Related Agreements. The Administrator, the Certificate Paying Agent and the Certificate Registrar and shall notify each of the Issuer and the Depositor promptly of any claim for which it may seek indemnity. Failure by any such party to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor shall defend any such claim, and the Administrator and the Certificate Paying Agent may have separate counsel and the Depositor shall pay the fees and expenses of such counsel. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent or the Certificate Registrar to the extent attributable to any such party’s 's own willful misconduct, negligence or bad faith. Each of such parties shall be third-party beneficiaries of this Section 20 and shall be entitled to rely upon and to directly enforce this Section. The payment and indemnification obligations of the Depositor under the Related Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related Agreements.

Limitation of Liability of the Administrator; Indemnification. Notwithstanding anything herein to the contrary, this Agreement has been countersigned by Deutsche U.S. Bank National Trust Company Association not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. The Depositor and Xxxxxx Brothers Inc. shall hereby agrees agree to jointly and severally indemnify the Administrator, the Certificate Paying Agent and Agent, the Certificate Registrar and the Securities Intermediary against any and all loss, liability or expense (including attorney’s fees) incurred by any of them in connection with the performance of their respective duties under the Related Agreements. The Administrator, the Certificate Paying Agent and Agent, the Certificate Registrar and the Securities Intermediary shall notify each of the Issuer and Issuer, the Depositor and Xxxxxx Brothers Inc. (collectively the “Indemnifying Parties”) promptly of any claim for which it may seek indemnity. Failure by any such party to so notify the Depositor Indemnifying Parties shall not relieve the Depositor Indemnifying Parties of its their obligations hereunder. The Depositor Indemnifying Parties shall defend any such claim, and the Administrator and Administrator, the Certificate Paying Agent and the Securities Intermediary may have separate counsel and the Depositor Indemnifying Parties shall pay the fees and expenses of such counsel. The Depositor Indemnifying Parties need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent or Agent, the Certificate Registrar or the Securities Intermediary to the extent attributable to any such party’s own willful misconduct, negligence or bad faith. Each of such parties shall be third-party beneficiaries of this Section 20 and shall be entitled to rely upon and to directly enforce this Section. The payment and indemnification obligations of the Depositor Indemnifying Parties under the Related Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related Agreements.

Limitation of Liability of the Administrator; Indemnification. Notwithstanding anything herein to the contrary, this Agreement has been countersigned by Deutsche LaSalle Bank National Trust Company Association not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. The Depositor and Xxxxxx Brothers Inc. shall hereby agrees agree to jointly and severally indemnify the Administrator, the Certificate Paying Agent and Agent, the Certificate Registrar and the Securities Intermediary against any and all loss, liability or expense (including attorney’s fees) incurred by any of them in connection with the performance of their respective duties under the Related Agreements. The Administrator, the Certificate Paying Agent and Agent, the Certificate Registrar and the Securities Intermediary shall notify each of the Issuer and Issuer, the Depositor and Xxxxxx Brothers Inc. (collectively the “Indemnifying Parties”) promptly of any claim for which it may seek indemnity. Failure by any such party to so notify the Depositor Indemnifying Parties shall not relieve the Depositor Indemnifying Parties of its their obligations hereunder. The Depositor Indemnifying Parties shall defend any such claim, and the Administrator and Administrator, the Certificate Paying Agent and the Securities Intermediary may have separate counsel and the Depositor Indemnifying Parties shall pay the fees and expenses of such counsel. The Depositor Indemnifying Parties need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent or Agent, the Certificate Registrar or the Securities Intermediary to the extent attributable to any such party’s own willful misconduct, negligence or bad faith. Each of such parties shall be third-party beneficiaries of this Section 20 and shall be entitled to rely upon and to directly enforce this Section. The payment and indemnification obligations of the Depositor Indemnifying Parties under the Related Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related Agreements.

Limitation of Liability of the Administrator; Indemnification. Notwithstanding anything herein (a) The Administrator shall not be liable to the contrary, this Agreement has been countersigned Fund or the Investment Adviser for any error of judgment or mistake of law or for any loss arising out of any act or omission by Deutsche Bank National Trust Company not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in the performance of its individual capacity have duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Investment Adviser or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. (b) The Administrator may, with respect to questions of law, apply for and obtain the representationsadvice and opinion of counsel to the Fund, warranties, covenants, agreements or other obligations at the expense of the Issuer hereunderFund, as and with respect to all the application of which recourse generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be had solely fully protected with respect to the assets of the Issuerany action taken or omitted by it in good faith in conformity with such advice or opinion. (c) The Depositor hereby Fund agrees to indemnify and hold harmless the AdministratorAdministrator from and against all charges, the Certificate Paying Agent and the Certificate Registrar against any and all lossclaims, liability or expense expenses (including attorney’s legal fees) and liabilities reasonably incurred by any of them the Administrator in connection with the performance of their respective its duties under hereunder, except such as may arise from the Related Agreements. The AdministratorAdministrators willful misfeasance, bad faith, gross negligence in the Certificate Paying Agent and the Certificate Registrar and shall notify each performance of the Issuer and the Depositor promptly of any claim for which it may seek indemnity. Failure its duties or by any such party to so notify the Depositor shall not relieve the Depositor reckless disregard of its obligations and duties hereunder. The Depositor Fund shall defend make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that he is entitled to such claimindemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions much be met: (A) the Administrator shall provide a security for this undertaking, (B) the Fund shall be insured against losses arising by reason of any lawful advances, or (C) a majority of a quorum consisting of directors of the Fund who are neither "interested persons" of the Fund (as defined in Section 2(a)(19) of the Act) nor parties to the proceeding ("Disinterested Non-Party Directors") or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. (d) As used in this Paragraph 4, the term "Administrator" shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and the Certificate Paying Agent may have separate counsel and the Depositor shall pay the fees and expenses of such counselaffiliates. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent or the Certificate Registrar to the extent attributable to any such party’s own willful misconduct, negligence or bad faith. Each of such parties shall be third-party beneficiaries of this Section 20 and shall be entitled to rely upon and to directly enforce this Section. The payment and indemnification obligations of the Depositor under the Related Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related Agreements5.