Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the Administrator, the 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 5.03 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.
Appears in 6 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 Issuer, the Seller, the Servicer, the Administrator, the Owner Trustee[, the Issuer Delaware Trustee 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 5.03 will survive the termination of this Agreement, the termination of the 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 Issuer, [the Underlying Trust, the Underlying Trustee,] the Seller, the Servicer, the Administrator, the 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 5.03 4.04 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.
Appears in 1 contract
Samples: Asset Representations Review Agreement (Harley-Davidson Customer Funding Corp.)