Common use of Indemnification by Asset Representations Reviewer Clause in Contracts

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing Entity, the Depositor, the Servicer, the Administrator, the Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 will survive the termination of this Agreement, the termination of the Issuing Entity and the resignation or removal of the Asset Representations Reviewer.

Appears in 45 contracts

Samples: Asset Representations Review Agreement (CNH Equipment Trust 2024-B), Asset Representations Review Agreement (CNH Equipment Trust 2024-B), Asset Representations Review Agreement (CNH Equipment Trust 2024-A)

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Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the Depositor, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 4.5 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer.

Appears in 10 contracts

Samples: Asset Representations Review Agreement (Ford Credit Auto Owner Trust 2016-A), Asset Representations Review Agreement (Ford Credit Auto Owner Trust 2016-A), Asset Representations Review Agreement (California Republic Funding LLC)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the DepositorSeller, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 5.03 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer.

Appears in 4 contracts

Samples: Asset Representations Review Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Asset Representations Review Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Asset Representations Review Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the DepositorDepositors, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 4.5 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer.

Appears in 2 contracts

Samples: Asset Representations Review Agreement (Ford Credit Floorplan LLC), Asset Representations Review Agreement (Ford Credit Floorplan Corp)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the DepositorSeller, the Servicer, the Administrator, the Trustee Owner Trustee[, the Issuer Delaware Trustee] and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 5.03 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer.

Appears in 2 contracts

Samples: Asset Representations Review Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Asset Representations Review Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the DepositorSeller, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (b) the Asset Representations Reviewer’s 's breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s 's obligations under this Section 4.04 4.05 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer.

Appears in 2 contracts

Samples: Asset Representations Review Agreement (Daimler Trust), Asset Representations Review Agreement (Daimler Trust)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the DepositorSeller, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer.

Appears in 2 contracts

Samples: Asset Representations Review Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Asset Representations Review Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the Depositor, the Servicer, the Administrator, the Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all feescosts, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 4.5 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer.

Appears in 1 contract

Samples: Asset Representations Review Agreement (CNH Capital Receivables LLC)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the Depositor, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer.

Appears in 1 contract

Samples: Asset Representations Review Agreement (CNH Capital Receivables LLC)

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Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the Depositor, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all feescosts, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 4.5 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer.

Appears in 1 contract

Samples: Asset Representations Review Agreement (Ford Credit Auto Receivables Two LLC)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the DepositorSeller, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 4.5 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer.

Appears in 1 contract

Samples: Asset Representations Review Agreement (Toyota Auto Finance Receivables LLC)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the Depositor, the Master Servicer, the AdministratorServicer, the Owner Trustee, the Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all feescosts, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 4.5 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer.

Appears in 1 contract

Samples: Asset Representations Review Agreement (Discover Card Master Trust I)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the Depositor, the Servicer, the AdministratorSponsor, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all feescosts, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 4.5 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer.

Appears in 1 contract

Samples: Asset Representations Review Agreement (Nissan Auto Receivables Corp Ii)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the Depositor, the Servicer, the Administrator, the Trustee and the Indenture Security Trustee and their respective directors, officers, employees and agents for all feescosts, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 4.5 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer.

Appears in 1 contract

Samples: Asset Representations Review Agreement (Macquarie Leasing Pty LTD)

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