Common use of Indemnification by the Securities Administrator Clause in Contracts

Indemnification by the Securities Administrator. (a) The Securities Administrator (the “Indemnifying Party”), shall indemnify the Depositor for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and shall indemnify the present and former directors, officers, employees and agents of the Depositor and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (x) any compliance certificate delivered by it pursuant to the terms hereof, (y) any Assessment of Compliance or Accounting Firm Attestation delivered by or on behalf of it, pursuant to the terms hereof, or (z) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator and provided by it; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article 15; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. (b) In the case of any failure of performance described in (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Depositor and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Indemnifying Party. (c) Any failure by the Indemnifying Party to deliver any information, report, certification or accountants’ letter when and as required under this Article 15, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 15.07 any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall entitle the Depositor in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in the Agreement to the contrary) of any compensation to the Indemnifying Party. (d) The Indemnifying Party shall promptly reimburse the Depositor for all reasonable expenses incurred by it, in connection with the termination of the Indemnifying Party and the transfer of its duties to a successor. The provisions of this paragraph shall not limit whatever rights the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief. (e) This indemnification shall survive the termination of this Agreement or the termination of any party to the Agreement.

Indemnification by the Securities Administrator. (a) The Securities Administrator (the “Indemnifying Party”), shall indemnify the Depositor for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and shall indemnify the present and former directors, officers, employees and agents of the Depositor and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i1) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (x) any compliance certificate delivered by it pursuant to the terms hereof, (y) any Assessment of Compliance or Accounting Firm Attestation delivered by or on behalf of it, pursuant to the terms hereof, or (z) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator and provided by it; (ii2) any failure by the Indemnifying Party to perform its obligations when and as required under this Article 15; or (iii3) any negligence, bad faith or willful misconduct by the Indemnifying Party. (b) In the case of any failure of performance described in (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Depositor and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Indemnifying Party. (c) Any failure by the Indemnifying Party to deliver any information, report, certification or accountants’ letter when and as required under this Article 15, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 15.07 any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall entitle the Depositor in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in the Agreement to the contrary) of any compensation to the Indemnifying Party. (d) The Indemnifying Party shall promptly reimburse the Depositor for all reasonable expenses incurred by it, in connection with the termination of the Indemnifying Party and the transfer of its duties to a successor. The provisions of this paragraph shall not limit whatever rights the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief. (e) This indemnification shall survive the termination of this Agreement or the termination of any party to the Agreement.