Common use of Indemnification by Indemnifying Parties Clause in Contracts

Indemnification by Indemnifying Parties. (a) The Servicer agrees to indemnify and hold harmless the Depositor and the Underwriters and their respective directors and officers and each Person, if any, that controls the Depositor or the respective Underwriters, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Depositor or the Underwriters or any Exh. G-3 such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Servicer Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Servicer shall in each case reimburse the Depositor and the Underwriters, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Depositor and the Underwriters, and each such director, officer or controlling Person, in connection with defending any such loss, claim, damage, liability or action. The Servicer's liability under this Section 3.1 shall be in addition to any other liability that the Servicer may otherwise have. (b) The Purchaser agrees to indemnify and hold harmless the Servicer, its directors and officers and each Person, if any, that controls the Servicer, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Servicer or any such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Depositor Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Depositor shall in each case reimburse the Servicer, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Servicer and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability or action. The Depositor's liability under this Section 3.1 shall be in addition to any other liability that the Depositor may otherwise have.

Indemnification by Indemnifying Parties. (a) The Servicer agrees to indemnify and hold harmless the Depositor and the Underwriters and their respective directors and officers and each Person, if any, that controls the Depositor or the respective Underwriters, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Depositor or the Underwriters or any Exh. G-3 such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Servicer Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Servicer shall in each case reimburse the Depositor and the Underwriters, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Depositor and the Underwriters, and each such director, officer or controlling Person, in connection with defending any such loss, claim, damage, liability or action. The Servicer's ’s liability under this Section 3.1 shall be in addition to any other liability that the Servicer may otherwise have. (b) The Purchaser agrees to indemnify and hold harmless the Servicer, its directors and officers and each Person, if any, that controls the Servicer, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Servicer or any such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Depositor Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Depositor shall in each case reimburse the Servicer, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Servicer and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability or action. The Depositor's liability under this Section 3.1 shall be in addition to any other liability that the Depositor may otherwise have.

Indemnification by Indemnifying Parties. (a) The Servicer agrees to indemnify and hold harmless the Depositor and the Underwriters and their respective directors and officers and each Person, if any, that controls the Depositor or the respective Underwriters, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Depositor or the Underwriters or any Exh. G-3 such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Servicer Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Servicer shall in each case reimburse the Depositor and the Underwriters, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Depositor and the Underwriters, and each such director, officer or controlling Person, in connection with defending any such loss, claim, damage, liability or action. The Servicer's ’s liability under this Section 3.1 shall be in addition to any other liability that the Servicer may otherwise have. (b) . The Purchaser agrees to indemnify and hold harmless the Servicer, its directors and officers and each Person, if any, that controls the Servicer, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Servicer or any such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Depositor Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Depositor shall in each case reimburse the Servicer, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Servicer and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability or action. The Depositor's ’s liability under this Section 3.1 shall be in addition to any other liability that the Depositor may otherwise have. If the indemnification provided for in this Section 3.1 shall for any reason be held to be unavailable to an indemnified party under this Section 3.1 which would otherwise be obligated to indemnify with respect thereto, on the one hand, and the parties which would otherwise be entitled to be indemnified, on the other, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated herein and incurred by the parties hereto in such proportions that are appropriate to reflect the relative fault of the Depositor, on the one hand, and the Servicer, on the other hand, in connection with the applicable misstatements or omissions. Notwithstanding the foregoing, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any Person that was not guilty of such fraudulent misrepresentation. For purposes of this Section 3.1, each director of a party to this Agreement and each Person, if any, that controls a party to this Agreement within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as such party.

Indemnification by Indemnifying Parties. (a) The Servicer agrees to indemnify and hold harmless the Depositor and the Underwriters and their respective directors and officers and each Person, if any, that controls the Depositor or the respective Underwriters, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Depositor or the Underwriters or any Exh. G-3 such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act 0000 Xxx or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Servicer Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Servicer shall in each case reimburse the Depositor and the Underwriters, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Depositor and the Underwriters, and each such director, officer or controlling Person, in connection with defending any such loss, claim, damage, liability or action. The Servicer's ’s liability under this Section 3.1 shall be in addition to any other liability that the Servicer may otherwise have. (b) The Purchaser agrees to indemnify and hold harmless the Servicer, its directors and officers and each Person, if any, that controls the Servicer, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Servicer or any such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Depositor Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Depositor shall in each case reimburse the Servicer, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Servicer and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability or action. The Depositor's liability under this Section 3.1 shall be in addition to any other liability that the Depositor may otherwise have.

Indemnification by Indemnifying Parties. (a) The Servicer agrees to indemnify and hold harmless the Depositor and the Underwriters and their respective directors and officers and each Person, if any, that controls the Depositor or the respective Underwriters, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Depositor or the Underwriters or any Exh. G-3 such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Servicer Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Servicer shall in each case reimburse the Depositor and the Underwriters, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Depositor and the Underwriters, and each such director, officer or controlling Person, in connection with defending any such loss, claim, damage, liability or action. The Servicer's liability under this Section 3.1 shall be in addition to any other liability that the Servicer may otherwise have. (b) The Purchaser agrees to indemnify and hold harmless the Servicer, its directors and officers and each Person, if any, that controls the Servicer, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Servicer or any such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Depositor Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Depositor shall in each case reimburse the Servicer, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Servicer and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability or action. The Depositor's liability under this Section 3.1 shall be in addition to any other liability that the Depositor may otherwise have. (c) If the indemnification provided for in this Section 3.1 shall for any reason be held to be unavailable to an indemnified party under this Section 3.1 which would otherwise be obligated to indemnify with respect thereto, on the one hand, and the parties which would otherwise be entitled to be indemnified, on the other, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated herein and incurred by the parties hereto in such proportions that are appropriate to reflect the relative fault of the Depositor, on the one hand, and the Servicer, on the other hand, in connection with the applicable misstatements or omissions. Notwithstanding the foregoing, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person xxxx xxs not guilty of such fraudulent misrepresentation. For purposes of this Section 3.1, each director of a party to this Agreement and each Person, if any, that controls a party to this Exh. G-4 Agreement within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as such party.

Indemnification by Indemnifying Parties. (a) The Servicer agrees to indemnify and hold harmless the Depositor and the Underwriters and their respective directors and officers and each Person, if any, that controls the Depositor or the respective Underwriters, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Depositor or the Underwriters or any Exh. G-3 such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Servicer Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Servicer shall in each case reimburse the Depositor and the Underwriters, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Depositor and the Underwriters, and each such director, officer or controlling Person, in connection with defending any such loss, claim, damage, liability or action. The Servicer's ’s liability under this Section 3.1 shall be in addition to any other liability that the Servicer may otherwise have. (b) . The Purchaser agrees to indemnify and hold harmless the Servicer, its directors and officers and each Person, if any, that controls the Servicer, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Servicer or any such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Depositor Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Depositor shall in each case reimburse the Servicer, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Servicer and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability or action. The Depositor's ’s liability under this Section 3.1 shall be in addition to any other liability that the Depositor may otherwise have. If the indemnification provided for in this Section 3.1 shall for any reason be held to be unavailable to an indemnified party under this Section 3.1 which would otherwise be obligated to indemnify with respect thereto, on the one hand, and the parties which would otherwise be entitled to be indemnified, on the other, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated herein and incurred by the parties hereto in such proportions that are appropriate to reflect the relative fault of the Depositor, on the one hand, and the Servicer, on the other hand, in connection with the applicable misstatements or omissions. Notwithstanding the foregoing, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1000 Xxx) shall be entitled to contribution from any Person that was not guilty of such fraudulent misrepresentation. For purposes of this Section 3.1, each director of a party to this Agreement and each Person, if any, that controls a party to this Agreement within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as such party.

Indemnification by Indemnifying Parties. (a) The Servicer agrees to indemnify and hold harmless the Depositor and the Underwriters and their respective directors and officers and each Person, if any, that controls the Depositor or the respective Underwriters, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Depositor or the Underwriters or any Exh. G-3 such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Servicer Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Servicer shall in each case reimburse the Depositor and the Underwriters, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Depositor and the Underwriters, and each such director, officer or controlling Person, in connection with defending any such loss, claim, damage, liability or action. The Servicer's liability under this Section 3.1 shall be in addition to any other liability that the Servicer may otherwise have. (b) The Purchaser agrees to indemnify and hold harmless the Servicer, its directors and officers and each Person, if any, that controls the Servicer, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Servicer or any such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Depositor Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Depositor shall in each case reimburse the Servicer, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Servicer and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability or action. The Depositor's liability under this Section 3.1 shall be in addition to any other liability that the Depositor may otherwise have. (c) If the indemnification provided for in this Section 3.1 shall for any reason be held to be unavailable to an indemnified party under this Section 3.1 which would otherwise be obligated to indemnify with respect thereto, on the one hand, and the parties which would otherwise be entitled to be indemnified, on the other, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated herein and incurred by the parties hereto in such proportions that are appropriate to reflect the relative fault of the Depositor, on the one hand, and the Servicer, on the other hand, in connection with the applicable misstatements or omissions. Notwithstanding the foregoing, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person xxxx xxx not guilty of such fraudulent misrepresentation. For purposes of this Section 3.1, each director of a party to this Agreement and each Person, if any, that controls a party to this Exh. G-4 Agreement within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as such party.

Indemnification by Indemnifying Parties. (a) The Servicer agrees to indemnify and hold harmless the Depositor and the Underwriters and their respective directors and officers and each Person, if any, that controls the Depositor or the respective Underwriters, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Depositor or the Underwriters or any Exh. G-3 such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Servicer Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Servicer shall in each case reimburse the Depositor and the Underwriters, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Depositor and the Underwriters, and each such director, officer or controlling Person, in connection with defending any such loss, claim, damage, liability or action. The Servicer's ’s liability under this Section 3.1 shall be in addition to any other liability that the Servicer may otherwise have. (b) The Purchaser agrees to indemnify and hold harmless the Servicer, its directors and officers and each Person, if any, that controls the Servicer, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Servicer or any such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Depositor Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Depositor shall in each case reimburse the Servicer, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Servicer and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability or action. The Depositor's ’s liability under this Section 3.1 shall be in addition to any other liability that the Depositor may otherwise have. (c) If the indemnification provided for in this Section 3.1 shall for any reason be held to be unavailable to an indemnified party under this Section 3.1 which would otherwise be obligated to indemnify with respect thereto, on the one hand, and the parties which would otherwise be entitled to be indemnified, on the other, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated herein and incurred by the parties hereto in such proportions that are appropriate to reflect the relative fault of the Depositor, on the one hand, and the Servicer, on the other hand, in connection with the applicable misstatements or omissions. Notwithstanding the foregoing, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any Person that was not guilty of such fraudulent misrepresentation. For purposes of this Section 3.1, each director of a party to this Agreement and each Person, if any, that controls a party to this Agreement within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as such party.

Indemnification by Indemnifying Parties. (a) The Servicer agrees to indemnify and hold harmless the Depositor and the Underwriters and their respective directors and officers and each Person, if any, that controls the Depositor or the respective Underwriters, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Depositor or the Underwriters or any Exh. G-3 such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Servicer Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Servicer shall in each case reimburse the Depositor and the Underwriters, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Depositor and the Underwriters, and each such director, officer or controlling Person, in connection with defending any such loss, claim, damage, liability or action. The Servicer's ’s liability under this Section 3.1 shall be in addition to any other liability that the Servicer may otherwise have. (b) The Purchaser agrees to indemnify and hold harmless the Servicer, its directors and officers and each Person, if any, that controls the Servicer, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Servicer or any such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Depositor Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Depositor shall in each case reimburse the Servicer, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Servicer and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability or action. The Depositor's ’s liability under this Section 3.1 shall be in addition to any other liability that the Depositor may otherwise have. (c) If the indemnification provided for in this Section 3.1 shall for any reason be held to be unavailable to an indemnified party under this Section 3.1 which would otherwise be obligated to indemnify with respect thereto, on the one hand, and the parties which would otherwise be entitled to be indemnified, on the other, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated herein and incurred by the parties hereto in such proportions that are appropriate to reflect the relative fault of the Depositor, on the one hand, and the Servicer, on the other hand, in connection with the applicable misstatements or omissions. Notwithstanding the foregoing, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1000 Xxx) shall be entitled to contribution from any Person that was not guilty of such fraudulent misrepresentation. For purposes of this Section 3.1, each director of a party to this Agreement and each Person, if any, that controls a party to this Agreement within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as such party.

Indemnification by Indemnifying Parties. (a) The Servicer agrees to indemnify and hold harmless the Depositor and the Underwriters and their respective directors and officers and each Person, if any, that controls the Depositor or the respective Underwriters, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Depositor or the Underwriters or any Exh. G-3 such director, officer or controlling Person may become subject, under the 1933 Act1000 Xxx, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Servicer Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Servicer shall in each case reimburse the Depositor and the Underwriters, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Depositor and the Underwriters, and each such director, officer or controlling Person, in connection with defending any such loss, claim, damage, liability or action. The Servicer's ’s liability under this Section 3.1 shall be in addition to any other liability that the Servicer may otherwise have. (b) The Purchaser agrees to indemnify and hold harmless the Servicer, its directors and officers and each Person, if any, that controls the Servicer, within the meaning of either Section 15 of the 1933 Act or the Section 20 of the 1934 Act, against any and all actual losses, claims, damages or liabilities to which the Servicer or any such director, officer or controlling Person may become subject, under the 1933 Act, the 1934 Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the Depositor Information in the Prospectus Supplement, ABS Informational and Computational Materials, the Free Writing Prospectus, the Private Placement Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Depositor shall in each case reimburse the Servicer, and each such director, officer and controlling Person for any legal or other expenses reasonably incurred by the Servicer and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability or action. The Depositor's liability under this Section 3.1 shall be in addition to any other liability that the Depositor may otherwise have.