The Transferor shall indemnify, defend and hold harmless the Owner Trustee (as such and in its individual capacity) and its officers, directors, employees, successors, assigns, agents and servants (collectively, the “ Indemnified Parties ”) from and against any and all liabilities, obligations, losses, damages, taxes (other than any income or similar taxes payable by an Indemnified Party), claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses and any legal fees or expenses incurred in connection with any action, suit, arbitration or mediation brought by an Indemnified Party to enforce any indemnification or other obligation hereunder or in connection with investigating, preparing or defending any legal action, commenced or threatened, in connection with the exercise or performance of any of its powers or duties under this Agreement) of any kind and nature whatsoever (collectively, “ Expenses ”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to the Trust or relating to or arising out of this Agreement, the Transaction Documents, the Trust Assets, the administration of the Trust Assets or the action or inaction of the Owner Trustee hereunder, except that the Transferor shall not be liable for or required to indemnify the Owner Trustee from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 6.01 ; provided , further , that the Transferor shall not be liable for or required to indemnify an Indemnified Party from and against expenses arising or resulting from (i) the Indemnified Party’s own willful misconduct, bad faith or negligence, or (ii) the inaccuracy of any representation or warranty contained in Section 6.03 . An Indemnified Party’s right to enforce such obligation shall be subject to the provisions of Section 10.09 . The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Owner Trustee’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced to the Indemnified Party prior to the final disposition of any matter.