Common use of Indemnification of Asset Representations Reviewer Clause in Contracts

Indemnification of Asset Representations Reviewer. The Servicer will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “ARR Indemnified Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of the Asset Representations Reviewer’s obligations under this ARR Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or reckless disregard of its obligations and duties hereunder or (ii) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or agreements in this ARR Agreement. The indemnification set forth in this Section 5.03 will survive the termination of this ARR Agreement and the resignation or removal of the Asset Representations Reviewer. If all or a portion of indemnities due to the Asset Representations Reviewer is not paid to the Asset Representations Reviewer within 30 days following receipt of a written invoice by the Servicer, then the unpaid portion of such indemnities then due and payable shall be paid by the Issuing Entity in accordance with the priority of payments set forth in Section 5.04(b) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable. Such indemnities shall not be limited to or reduced by available amounts on deposit in the related collection account at any time during which an obligation to reimburse the Asset Representations Reviewer for its indemnities exists but will be paid in accordance with Section 5.04(b) of the Sale and Servicing Agreement and Section 5.04(b) of the Indenture, as applicable.

Indemnification of Asset Representations Reviewer. The Servicer Issuer will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “ARR Indemnified Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of the Asset Representations Reviewer’s its obligations under this ARR Agreement (including the costs fees and expenses of defending itself against any loss, damage or liability), but excluding any costfee, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or reckless disregard of its obligations and duties hereunder or (ii) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants representations or agreements warranties in this ARR Agreement. To the extent that such indemnities owed to the Asset Representations Reviewer are not paid by the Issuer within ninety (90) days after receipt by the Issuer, the Servicer and the Indenture Trustee of a detailed invoice in respect thereof, the Servicer shall promptly pay the Asset Representations Reviewer for any such unpaid amounts. If, subsequent to any such payment by the Servicer to the Asset Representations Reviewer described in the immediately preceding sentence, the Asset Representations Reviewer receives payment or reimbursement in respect of the related amount, in part or in full, from the Issuer, then the Asset Representations Reviewer shall promptly refund the Servicer for the amount of such payment received from the Issuer on such subsequent date. The indemnification set forth in Issuer’s and the Servicer’s obligations under this Section 5.03 4.5(b) will survive the termination of this ARR Agreement and the resignation or removal of the Asset Representations Reviewer. If all or a portion of indemnities due to the Asset Representations Reviewer is not paid to the Asset Representations Reviewer within 30 days following receipt of a written invoice by the Servicer, then the unpaid portion of such indemnities then due and payable shall be paid by the Issuing Entity in accordance with the priority of payments set forth in Section 5.04(b) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable. Such indemnities shall not be limited to or reduced by available amounts on deposit in the related collection account at any time during which an obligation to reimburse the Asset Representations Reviewer for its indemnities exists but will be paid in accordance with Section 5.04(b) of the Sale and Servicing Agreement and Section 5.04(b) of the Indenture, as applicableAgreement.

Indemnification of Asset Representations Reviewer. (a) The Servicer Sponsor will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “ARR Indemnified Person”), for all reasonable and documented costs, expenses, losses, damages and liabilities resulting from any third-party claim arising out of the performance of the Asset Representations Reviewer’s obligations under this ARR Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or reckless disregard of its obligations and duties hereunder or (ii) the Asset Representations Reviewer’s breach of any of its representations, warranties, warranties or covenants or agreements in this ARR Agreement. The indemnification set forth in this Section 5.03 will survive To the termination of this ARR Agreement extent not paid by the Sponsor and outstanding for at least sixty (60) days after receipt by the Indenture Trustee, the Sponsor, the Servicer and the resignation or removal Issuer of the Asset Representations Reviewer. If all or a portion an invoice with reasonable detail of indemnities due to indemnification amounts, the Asset Representations Reviewer is not paid may provide notice to the Asset Representations Reviewer within 30 days following receipt of a written invoice by Indenture Trustee, the ServicerSponsor, then the unpaid portion of Servicer and the Issuer that any such indemnities then due and payable indemnification amounts shall be paid by the Issuing Entity in accordance with Issuer pursuant to the priority of payments set forth in Section 5.04(b8.5(a) of the Sale and Servicing Agreement Indenture or Section 5.04(b5.4(b) of the Indenture, as applicable. Such indemnities After receipt of such notice, the Sponsor shall not be limited either (i) cause the Servicer to or reduced by available include such indemnification amounts on deposit in the Servicer’s Report to be delivered on the Determination Date following the receipt of such notice for payment on the corresponding Payment Date (or, if such notice was received less than five (5) Business Days prior to such Determination Date, on the next succeeding Determination Date for payment on the related collection account at any time during which an obligation Payment Date) pursuant to reimburse the Asset Representations Reviewer for its indemnities exists but will be paid priority of payments set forth in accordance with Section 5.04(b8.5(a) of the Sale and Servicing Agreement and Indenture or Section 5.04(b5.4(b) of the Indenture, as applicableapplicable or (ii) pay such indemnification amounts directly to the Asset Representations Reviewer prior to the Payment Date following receipt of such notice.

Indemnification of Asset Representations Reviewer. The Servicer will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “ARR Indemnified Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of the Asset Representations Reviewer’s obligations under this ARR Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or reckless disregard of its obligations and duties hereunder or (ii) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or agreements in this ARR Agreement. The indemnification set forth in this Section 5.03 will survive the termination of this ARR Agreement and the resignation or removal of the Asset Representations Reviewer. If all or a portion of indemnities due to the Asset Representations Reviewer is not paid to the Asset Representations Reviewer within 30 [30] days following receipt of a written invoice by the Servicer, then the unpaid portion of such indemnities then due and payable shall be paid by the Issuing Entity in accordance with the priority of payments set forth in Section 5.04(b) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable. Such indemnities shall not be limited to or reduced by available amounts on deposit in the related collection account at any time during which an obligation to reimburse the Asset Representations Reviewer for its indemnities exists but will be paid in accordance with Section 5.04(b) of the Sale and Servicing Agreement and Section 5.04(b) of the Indenture, as applicable.

Indemnification of Asset Representations Reviewer. The Servicer [Issuing Entity] will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “ARR Indemnified Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of the Asset Representations Reviewer’s obligations under this ARR Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or reckless disregard of its obligations and duties hereunder or (ii) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants representations or agreements warranties in this ARR Agreement. The indemnification set forth in this Section 5.03 herein will survive the termination of this ARR Agreement and the resignation or removal of the Asset Representations Reviewer. If all or a portion of indemnities due to the Asset Representations Reviewer is not paid to the Asset Representations Reviewer within 30 [60] days following receipt of a written invoice by when required under the Servicer[Basic Documents], or if the annual maximum allotted to the Asset Representations Reviewer is exceeded in any calendar year, then the unpaid portion of such indemnities then due and payable shall be paid by [the Issuing Entity in accordance with the priority of payments set forth in Section 5.04(b) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicableServicer]. Such indemnities shall not be limited to or reduced by [available amounts amounts] on deposit in the related collection account [collection/distribution account] at any time during which an obligation to reimburse the Asset Representations Reviewer for its expenses or indemnities exists but will be paid in accordance with Section 5.04(b) of the Sale and Servicing Agreement and Section 5.04(b) of the Indenture, as applicableexists.

Indemnification of Asset Representations Reviewer. The Servicer Issuer will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “ARR Indemnified Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of the Asset Representations Reviewer’s its obligations under this ARR Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or reckless disregard of its obligations and duties hereunder or (ii) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or agreements in this ARR Agreement. The indemnification set forth in this Section 5.03 will survive 5.05 Proceedings 11 Promptly on receipt by an ARR Indemnified Person of notice of a Proceeding against it, the termination of this ARR Agreement Indemnified Person, will, if a claim is to be made under Section 5.04, notify the Issuer and the resignation or removal Servicer of the Asset Representations ReviewerProceeding. The Issuer or the Servicer may participate in and assume the defense and settlement of a Proceeding at its expense. If all the Issuer or a portion the Servicer notifies the ARR Indemnified Person of indemnities due its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Asset Representations Reviewer is not paid ARR Indemnified Person, and so long as the Issuer or the Servicer assumes the defense of the Proceeding in a manner reasonably satisfactory to the Asset Representations Reviewer within 30 days following receipt ARR Indemnified Person, the Issuer and the Servicer will not be liable for legal expenses of counsel to the ARR Indemnified Person unless there is a written invoice by conflict between the interests of the Issuer or the Servicer, then as applicable, and an ARR Indemnified Person. If there is a conflict, the unpaid portion Issuer or the Servicer will pay for the reasonable fees and expenses of such indemnities then due and payable shall separate counsel to the ARR Indemnified Person. No settlement of a Proceeding may be paid by made without the Issuing Entity in accordance with the priority of payments set forth in Section 5.04(b) approval of the Sale Issuer and Servicing Agreement or Section 5.04(b) of the IndentureServicer and the ARR Indemnified Person, as applicable. Such indemnities shall which approval will not be limited to or reduced by available amounts on deposit in the related collection account at any time during which an obligation to reimburse the Asset Representations Reviewer for its indemnities exists but will be paid in accordance with unreasonably withheld. Section 5.04(b) of the Sale and Servicing Agreement and Section 5.04(b) of the Indenture, as applicable.5.06