Common use of Indemnification of Asset Representations Reviewer Clause in Contracts

Indemnification of Asset Representations Reviewer. (a) The [Issuer] [Sponsor] will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “Indemnified Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of the Asset Representations Reviewer’s obligations under this 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 (ii) the Asset Representations Reviewer’s breach of any of its representations, warranties or covenants in this Agreement. [To the extent not paid by the [Issuer] [Sponsor], any such indemnification amounts shall be paid by the [Issuer] [Sponsor] pursuant to the priority of payments set forth in Section 8.5(a) of the Indenture or Section 5.4(b) of the Indenture, as applicable.] (b) The indemnification set forth in this Section 5.3 will survive the termination of this Agreement and the resignation or removal of the Asset Representations Reviewer.

Indemnification of Asset Representations Reviewer. (a) The [Issuer] [Sponsor] Sponsor will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “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 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 (ii) the Asset Representations Reviewer’s breach of any of its representations, warranties or covenants in this Agreement. [To the extent not paid by the [Issuer] [Sponsor], any such indemnification amounts shall be paid by the [Issuer] [Sponsor] Issuer pursuant to the priority of payments set forth in Section 8.5(a) 4.4 of the Indenture Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.] (b) The indemnification set forth in this Section 5.3 5.03 will survive the termination of this Agreement and the resignation or removal of the Asset Representations Reviewer. (c) If the Sponsor or the Issuer makes any payment under this Section 5.03 and the Indemnified Person later collects any of the amounts for which the payments were made to it from others, the Indemnified Person will promptly repay the amount to the Sponsor or the Issuer, as applicable.