Common use of Liability of Depositor; Indemnities Clause in Contracts

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement, and hereby agrees to the following: (a) The Depositor shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Depositor's willful misfeasance, bad faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Depositor's violation of federal or State securities laws in connection with the registration or the sale of the Notes or the Certificates. (b) Indemnification under this Section 5.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement and shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement, and hereby agrees to the following:. (ab) The Depositor shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders and the Noteholders and any of the Certificateholders officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Depositor's willful misfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, Agreement or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Depositor's or the Issuer's violation of federal or State state securities laws in connection with the registration or the offering and sale of the Notes or and the Certificates. (b) . Indemnification under this Section 5.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement and shall include, without limitation, include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement, and hereby agrees to the following:. (ab) The Depositor shall indemnify, defend, defend and hold harmless the IssuerBackup Servicer, the Servicer, the Insurer, the Owner Trustee, the Custodian, the Issuer, the Indenture Trustee, the Indenture Collateral Agent, the Noteholders and the Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Depositor's willful misfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, or (ii) by reason of reckless disregard of its obligations and duties under this Agreement or (iii) for breach of its representations and (ii) the Depositor's violation of federal warranties contained herein or State securities laws failure to perform in connection with the registration or the sale of the Notes or the Certificates. (b) all material respects its obligations and duties contained herein. Indemnification under this Section 5.2 shall survive the resignation or removal of the Owner Trustee, the Custodian, the Indenture Trustee or the Indenture Trustee Collateral Agent and the termination of this Agreement Agreement, the Indenture or the Trust Agreement, as applicable and shall include, without limitation, include reasonable fees and expenses of counsel and other expenses of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement, and hereby agrees to the following:. (ab) The Depositor shall indemnify, defend, defend and hold harmless the IssuerBackup Servicer, the Servicer, the Insurer, the Owner Trustee, the Issuer, the Indenture Trustee, the Indenture Collateral Agent, the Noteholders and the Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Depositor's willful misfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, or (ii) by reason of reckless disregard of its obligations and duties under this Agreement or (iii) for breach of its representations and (ii) the Depositor's violation of federal warranties contained herein or State securities laws failure to perform in connection with the registration or the sale of the Notes or the Certificates. (b) all material respects its obligations and duties contained herein. Indemnification under this Section 5.2 shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Indenture Trustee Collateral Agent and the termination of this Agreement Agreement, the Indenture or the Trust Agreement, as applicable and shall include, without limitation, include reasonable fees and expenses of counsel and other expenses of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement, and hereby agrees to the following: (a) The Depositor shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Noteholders and the Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Depositor's willful misfeasance, bad faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Depositor's violation of federal or State securities laws in connection with the registration or the sale of the Notes or the Certificates. (b) Indemnification under this Section 5.2 shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Indenture Trustee Securities Administrator and the termination of this Agreement and shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement, and hereby agrees to which obligations shall include the following: (a) The Depositor shall indemnify, defend, defend and hold harmless the Issuer, the Owner Eligible Lender Trustee, the Indenture Trustee, Trustee and the Noteholders and any of the Certificateholders officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Depositor's willful misfeasance, bad faith, faith or negligence in the performance performances of its duties under this AgreementAgreement or any other Basic Document to which it is a party, or by reason of reckless disregard of its obligations and duties under this Agreement or any other Basic Document to which it is a party and (ii) any breach of any of the Depositor's violation of federal representations, warranties or State securities laws in connection with the registration or the sale of the Notes or the Certificates. (b) covenants contained herein. Indemnification under this Section 5.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee Trustee, as the case may be, and the termination of this Agreement and shall include, without limitation, include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest.

Liability of Depositor; Indemnities. The Depositor shall ----------------------------------- be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement, and hereby agrees to which obligations shall include the following: (a) The Depositor shall indemnify, defend, defend and hold harmless the Issuer, the Trustees, the Subservicer, the Insurer and the Securityholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders Insurer and the Certificateholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Depositor's willful misfeasance, bad faith, faith or negligence in the performance of its duties under this AgreementAgreement or any other Basic Document to which it is a party, or by reason of reckless disregard of its obligations and duties under this Agreement or any other Basic Document to which it is a party and (ii) the Depositor's violation of federal or State state securities laws in connection with the registration or the offering and sale of the Notes or the Certificates. (b) Securities. Indemnification under this Section 5.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee Trustee, as the case may be, and the termination of this Agreement and shall include, without limitation, include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement, and hereby agrees to the following: (a) The Depositor shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Noteholders and the Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Depositor's willful misfeasance, bad faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Depositor's violation of federal or State securities laws in connection with the registration or the sale of the Notes or the Certificates. (b) Indemnification under this Section 5.2 shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Indenture Trustee Securities Administrator and the termination of this Agreement and shall include, without limitation, include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement, and hereby agrees to the following: (a) . The Depositor shall indemnify, defend, defend and hold harmless the Issuer, the Trustees, the Insurer and the Securityholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders Insurer and the Certificateholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Depositor's willful misfeasance, bad faith, faith or negligence in the performance of its duties under this AgreementAgreement or any other Basic Document to which it is a party, or by reason of reckless disregard of its obligations and duties under this Agreement or any other Basic Document to which it is a party and (ii) the Depositor's violation of federal or State state securities laws in connection with the registration or the offering and sale of the Notes or the Certificates. (b) Securities. Indemnification under this Section 5.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee Trustee, as the case may be, and the termination of this Agreement and shall include, without limitation, include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement, and hereby agrees to the following:. (ab) The Depositor shall indemnify, defend, defend and hold harmless the IssuerBackup Servicer, the Servicer, the Insurer, the Owner Trustee, the Issuer, the Indenture Trustee, the Indenture Collateral Agent, the Noteholders and the Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Depositor's willful misfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, or (ii) by reason of reckless disregard of its obligations and duties under this Agreement or (iii) for breach of its representations and (ii) the Depositor's violation of federal warranties contained herein or State securities laws failure to perform in connection with the registration or the sale of the Notes or the Certificates. (b) all material respects its obligations and duties contained herein. Indemnification under this Section 5.2 shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Indenture Trustee Collateral Agent and the termination of this Agreement Agreement, the Indenture or the Trust Agreement, as applicable and shall include, without limitation, include reasonable fees and expenses of counsel and other expenses of litigation. If the Depositor shall have made any 70 77 indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement, and hereby agrees to the following: (a) The Depositor shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Noteholders and the Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Depositor's ’s willful misfeasance, bad faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Depositor's ’s violation of federal or State securities laws in connection with the registration or the sale of the Notes or the Certificates. (b) Indemnification under this Section 5.2 shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Indenture Trustee Securities Administrator and the termination of this Agreement and shall include, without limitation, include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest.