Common use of Indemnification by Asset Representations Reviewer Clause in Contracts

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner Trustee, the Servicer, the Sponsor and the Indenture Trustee, and its officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the IssuerIssuing Entity, the Owner TrusteeDepositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee, and its their respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expensesexpenses incurred in connection with any enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other personPerson) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this ARR Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach inaccuracy of any representation, representation or warranty or covenant made by the Indemnified Person. (b) Person in this ARR Agreement. In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The IssuerIssuing Entity, the Depositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable attorney’s fees and expenses of such counsel associated therewith will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04Section, the IssuerIssuing Entity’s, the Depositor’s, the Servicer’s, the SponsorOwner Trustee’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) Reviewer, which approval shall not be unreasonably withheld. The indemnification set forth in this Section 5.04 will survive the termination or assignment of this ARR Agreement and the resignation or removal of the Asset Representations Reviewer. The obligations pursuant to this Section 5.04 shall not constitute a claim against the Issuing Entity or the Trust Estate (as defined in the Basic Documents) and shall only constitute a claim against the Asset Representations Reviewer or and the Asset Representations Reviewer shall not be liable for any Indemnified Personamount in excess of the fees received by it in accordance with the terms of this ARR Agreement.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner TrusteeDepositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee, and its their respective officers, directors, trustees, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses, including those incurred by an Indemnified Person in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach inaccuracy of any representation, representation or warranty or covenant made by the Indemnified Person. (b) . In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Depositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable attorney’s fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.045.07, the Issuer’s, the Depositor’s, the Servicer’s, the SponsorOwner Trustee’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) Reviewer, which approval shall not be unreasonably withheld. The indemnification obligations set forth in Section 5.04 and this Section 5.04 5.07 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer. The obligations pursuant to this Section 5.07 shall not constitute a claim against the Issuer or the Trust Estate (as defined in the Indenture) and the Asset Representations Reviewer shall not be liable for any amount in excess of the fees received by it in accordance with the terms of this Agreement. To the extent amounts due to the Indenture Trustee and the Owner Trustee under this Section 5.07 are in excess of the limitation set forth in the immediately preceding sentence, such amounts will be paid by the Issuer in accordance with the priority of payments set forth in Section 5.04 or any Indemnified Person8.04 of the Indenture, as applicable.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner TrusteeDepositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee, and its their respective officers, directors, trustees, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses, including those incurred by an Indemnified Person in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach inaccuracy of any representation, representation or warranty or covenant made by the Indemnified Person. (b) . In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Depositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable attorney’s fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.045.07, the Issuer’s, the Depositor’s, the Servicer’s, the SponsorOwner Trustee’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) Reviewer, which approval shall not be unreasonably withheld. The indemnification obligations set forth in Section 5.04 and this Section 5.04 5.07 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer. The obligations pursuant to this Section 5.07 shall not constitute a claim against the Issuer or the Trust Estate (as defined in the Indenture) and the Asset Representations Reviewer shall not be liable for any amount in excess of the fees received by it in accordance with the terms of this Agreement. To the extent amounts due to the Indenture Trustee and the Owner Trustee under this Section 5.07 are in excess of the limitation set forth in the immediately preceding sentence, such amounts will be paid by the Issuer in accordance with the priority of payments set forth in Section 5.06 of the Sale and Servicing Agreement or any Indemnified PersonSection 5.04(b) of the Indenture, as applicable.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner Trustee, the Servicer, the Sponsor and the Indenture Trustee, and its officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Grantor Trust, the Grantor Trust Trustee (including in its individual capacity), the Owner TrusteeTrustee (including in its individual capacity), the Servicer, the Sponsor and the Indenture Trustee, and its respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligencenegligence (or, in the case of the Owner Trustee and the Grantor Trust Trustee, gross negligence (except for errors in judgment)), or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Grantor Trust, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04, the Issuer’s, the Grantor Trust’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner TrusteeSponsor, the Servicer, the Sponsor Servicer and the Indenture Trustee, and its respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all fees, liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees fees, expenses and expensescourt costs incurred by an Indemnified Person in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a5.4(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.045.4, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. If there is a conflict, the Asset Representations Reviewer will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement may be made without the approval of the Asset Representations Reviewer and the Indemnified Person, which approval will not be unreasonably withheld. (c) The indemnification set forth in this Section 5.04 5.4 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner Trustee, the Servicer, the Sponsor and the Indenture Trustee, and its their respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the IssuerTransferor, WFB, the Owner Trustee, the Servicer, the Sponsor Servicer and the Indenture Master Trust Trustee, and its each of their officers, directors, successors, assigns, legal representatives, agents, and servants (each an each, a “WFB Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which that may be imposed on, incurred by, or asserted at any time against an a WFB Indemnified Person (whether or not also indemnified against by any other person) which that arose out of the negligencewillful misconduct, willful misconduct or bad faith or negligence of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an a WFB Indemnified Person from and against expenses arising or resulting from (i) the WFB Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an a WFB Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The IssuerTransferor, WFB, the Servicer, the Sponsor Servicer and the Indenture Master Trust Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 herein will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified PersonReviewer.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner TrusteeSponsor, the Servicer, the Sponsor Servicer and the Indenture Trustee, and its respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all fees, liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees fees, expenses and expensescourt costs incurred by an Indemnified Person in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a5.4(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.045.4, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.professional

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the IssuerIssuing Entity, the Owner TrusteeDepositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee, and its their respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expensesexpenses incurred in connection with any enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other personPerson) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this ARR Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach inaccuracy of any representation, representation or warranty or covenant made by the Indemnified Person. (b) Person in this ARR Agreement. ​ In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The IssuerIssuing Entity, the Depositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable attorney’s fees and expenses of such counsel associated therewith will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04Section, the IssuerIssuing Entity’s, the Depositor’s, the Servicer’s, the SponsorOwner Trustee’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) Reviewer, which approval shall not be unreasonably withheld. ​ The indemnification set forth in this Section 5.04 will survive the termination or assignment of this ARR Agreement and the resignation or removal of the Asset Representations Reviewer. The obligations pursuant to this Section 5.04 shall not constitute a claim against the Issuing Entity or the Trust Estate (as defined in the Basic Documents) and shall only constitute a claim against the Asset Representations Reviewer or and the Asset Representations Reviewer shall not be liable for any Indemnified Person.amount in excess of the fees received by it in accordance with the terms of this ARR Agreement. ​

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner Trustee, the Servicer, the Sponsor and the Indenture Trustee, and its officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04Section, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the IssuerIssuing Entity, the Owner TrusteeDepositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee, and its their respective officers, directors, successors, assigns, legal representatives, agents, and servants (each each, an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expensesexpenses incurred in connection with any enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other personPerson) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this ARR Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach inaccuracy of any representation, representation or warranty or covenant made by the Indemnified Person. (b) Person in this ARR Agreement. ​ In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The IssuerIssuing Entity, the Depositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable attorney’s fees and expenses of such counsel associated therewith will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04Section, the IssuerIssuing Entity’s, the Depositor’s, the Servicer’s, the SponsorOwner Trustee’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) Reviewer, which approval shall not be unreasonably withheld. ​ The indemnification set forth in this Section 5.04 will survive the termination or assignment of this ARR Agreement and the resignation or removal of the Asset Representations Reviewer. The obligations pursuant to this Section 5.04 shall not constitute a claim against the Issuing Entity or the Trust Estate (as defined in the Basic Documents) and shall only constitute a claim against the Asset Representations Reviewer or and the Asset Representations Reviewer shall not be liable for any Indemnified Person.amount in excess of the fees received by it in accordance with the terms of this ARR Agreement. ​

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner Trustee, the Servicer, the Sponsor and the Indenture Trustee, and its officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04Section, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conductReviewer, which approval shall not be unreasonably withheld. (c) The indemnification set forth in this Section 5.04 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified PersonReviewer.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the IssuerIssuing Entity, the Owner Trustee, the Servicer, the Sponsor Servicer and the Indenture [Indenture] Trustee, and its officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this ARR Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach inaccuracy of any representation, representation or warranty or covenant made by the Indemnified Person. (b) . In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The IssuerIssuing Entity, the Servicer, the Sponsor Servicer and the Indenture [Indenture] Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04Section, the IssuerIssuing Entity’s, the Servicer’s, the Sponsor’s and the Indenture [Indenture] Trustee’s choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) Reviewer, which approval shall not be unreasonably withheld. The indemnification set forth in this Section 5.04 herein will survive the termination or assignment of this ARR Agreement and the resignation or removal of the Asset Representations Reviewer. The obligations pursuant to this Section shall not constitute a claim against the Trust or the Trust Assets (as defined in the [Trust Documents]) and shall only constitute a claim against the Asset Representations Reviewer or any Indemnified Personto the extent the Asset Representations Reviewer has funds sufficient to make payment on such obligations from amounts paid to it.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the IssuerIssuing Entity, the Owner TrusteeDepositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee, and its their respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expensesexpenses incurred in connection with any enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this ARR Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach inaccuracy of any representation, representation or warranty or covenant made by the Indemnified Person. (b) Person in this ARR Agreement. In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The IssuerIssuing Entity, the Depositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable attorney’s fees and expenses of such counsel associated therewith will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04Section, the IssuerIssuing Entity’s, the Depositor’s, the Servicer’s, the SponsorOwner Trustee’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) Reviewer, which approval shall not be unreasonably withheld. The indemnification set forth in this Section 5.04 will survive the termination or assignment of this ARR Agreement and the resignation or removal of the Asset Representations Reviewer. The obligations pursuant to this Section 5.04 shall not constitute a claim against the Issuing Entity or the Trust Estate (as defined in the Basic Documents) and shall only constitute a claim against the Asset Representations Reviewer or and the Asset Representations Reviewer shall not be liable for any Indemnified Personamount in excess of the fees received by it in accordance with the terms of this ARR Agreement.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner Trustee, the Servicer, the Sponsor and the Indenture Trustee, and its officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.. 11 Asset Representations Review Agreement (DRIVE 2018-2)

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner Trustee, the Delaware Trustee, the Servicer, the Sponsor and the Indenture Trustee, and its their respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner Trustee, the Servicer, the Sponsor Servicer and the Indenture Trustee, and its officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all fees, liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees fees, expenses and expensescourt costs incurred by an Indemnified Person in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a5.4(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.045.4, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 5.4 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the IssuerTransferor, the Owner Trustee, Capital One and the Servicer, the Sponsor and the Indenture Trustee, and its each of their officers, directors, successors, assigns, legal representatives, agents, and servants (each an each, a “Capital One Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which that may be imposed on, incurred by, or asserted at any time against an a Capital One Indemnified Person (whether or not also indemnified against by any other person) which that arose out of the negligencewillful misconduct, willful misconduct or bad faith or negligence of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an a Capital One Indemnified Person from and against expenses arising or resulting from (i) the Capital One Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an a Capital One Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The IssuerTransferor, the Servicer, the Sponsor Capital One and the Indenture Trustee Servicer each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 herein will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified PersonReviewer.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner Trustee, the Servicer, the Sponsor Servicer and the Indenture Trustee, and its officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a5.4(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.045.4, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 5.4 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner Trustee, the Servicer, the Sponsor and the Indenture Trustee, and its officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.. 11 Asset Representations Review Agreement (SDART 2022-4)

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the IssuerIssuing Entity, the Owner TrusteeDepositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee, and its their respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expensesexpenses incurred in connection with any enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time ​ ​ against an Indemnified Person (whether or not also indemnified against by any other personPerson) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this ARR Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach inaccuracy of any representation, representation or warranty or covenant made by the Indemnified Person. (b) Person in this ARR Agreement. ​ In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The IssuerIssuing Entity, the Depositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable attorney’s fees and expenses of such counsel associated therewith will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04Section, the IssuerIssuing Entity’s, the Depositor’s, the Servicer’s, the SponsorOwner Trustee’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) Reviewer, which approval shall not be unreasonably withheld. ​ The indemnification set forth in this Section 5.04 will survive the termination or assignment of this ARR Agreement and the resignation or removal of the Asset Representations Reviewer. The obligations pursuant to this Section 5.04 shall not constitute a claim against the Issuing Entity or the Trust Estate (as defined in the Basic Documents) and shall only constitute a claim against the Asset Representations Reviewer or and the Asset Representations Reviewer shall not be liable for any Indemnified Person.amount in excess of the fees received by it in accordance with the terms of this ARR Agreement. ​

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the IssuerTransferor, the Owner Trustee, WFBNA and the Servicer, the Sponsor and the Indenture Trustee, and its each of their officers, directors, successors, assigns, legal representatives, agents, and servants (each an each, a “WF Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an a WF Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligencewillful misconduct, willful misconduct or bad faith or negligence of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an a WF Indemnified Person from and against expenses arising or resulting from (i) the WF Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an a WF Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The IssuerTransferor, the Servicer, the Sponsor WFBNA and the Indenture Trustee Servicer each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 herein will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified PersonReviewer.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the IssuerTransferor, the Owner Trustee, BANA and the Servicer, the Sponsor and the Indenture Trustee, and its each of their officers, directors, successors, assigns, legal representatives, agents, and servants (each an each, a “BA Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an a BA Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligencewillful misconduct, willful misconduct or bad faith or negligence of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an a BA Indemnified Person from and against expenses arising or resulting from (i) the BA Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an a BA Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The IssuerTransferor, the Servicer, the Sponsor BANA and the Indenture Trustee Servicer each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 herein will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified PersonReviewer.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner TrusteeDepositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee, and its their respective officers, directors, trustees, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach inaccuracy of any representation, representation or warranty or covenant made by the Indemnified Person. (b) . In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the ServicerDepositor, the Sponsor Servicer and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable attorney’s fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.045.07, the Issuer’s, the ServicerDepositor’s, the SponsorServicer’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) Reviewer, which approval shall not be unreasonably withheld. The indemnification obligations set forth in Section 5.04 and this Section 5.04 5.07 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer Reviewer. The obligations pursuant to this Section 5.07 shall not constitute a claim against the Issuer or the Trust Estate (as defined in the Indenture) and shall not be liable for any Indemnified Personamount in excess of the fees received by it in accordance with the terms of this Agreement.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner Trustee, the Servicer, the Sponsor Servicer and the Indenture Trustee, and its their respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “"Indemnified Person”"), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s 's own willful misconduct, bad faith or negligence, or (ii) the breach inaccuracy of any representation, representation or warranty or covenant made by the Indemnified Person. (b) . In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor Servicer and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04Section, the Issuer’s's, the Servicer’s, the Sponsor’s 's and the Indenture Trustee’s 's choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) Reviewer, which approval shall not be unreasonably withheld. The indemnification set forth in this Section 5.04 herein will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer. The obligations pursuant to this Section shall not constitute a claim against the Issuer or the Trust Estate (as defined in the Indenture) and shall only constitute a claim against the Asset Representations Reviewer or any Indemnified Personto the extent the Asset Representations Reviewer has funds sufficient to make payment on such obligations from amounts paid to it.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, [the Grantor Trust, the Grantor Trust Trustee,] the Owner Trustee, the Servicer, the Sponsor and the Indenture Trustee, and its respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, [the Grantor Trust,] the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04, the Issuer’s, [the Grantor Trust’s,] the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner Trustee, the Servicer, the Sponsor Servicer and the Indenture Trustee, and its their respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach inaccuracy of any representation, representation or warranty or covenant made by the Indemnified Person. (b) . In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor Servicer and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04Section, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) Reviewer, which approval shall not be unreasonably withheld. The indemnification set forth in this Section 5.04 herein will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer. The obligations pursuant to this Section shall not constitute a claim against the Issuer or the Trust Estate (as defined in the Indenture) and shall only constitute a claim against the Asset Representations Reviewer or any Indemnified Personto the extent the Asset Representations Reviewer has funds sufficient to make payment on such obligations from amounts paid to it.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the IssuerIssuing Entity, the Owner TrusteeDepositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee, and its their respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expensesexpenses incurred in connection with any enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time ​ against an Indemnified Person (whether or not also indemnified against by any other personPerson) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this ARR Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach inaccuracy of any representation, representation or warranty or covenant made by the Indemnified Person. (b) Person in this ARR Agreement. ​ In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The IssuerIssuing Entity, the Depositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable attorney’s fees and expenses of such counsel associated therewith will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04Section, the IssuerIssuing Entity’s, the Depositor’s, the Servicer’s, the SponsorOwner Trustee’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) Reviewer, which approval shall not be unreasonably withheld. ​ The indemnification set forth in this Section 5.04 will survive the termination or assignment of this ARR Agreement and the resignation or removal of the Asset Representations Reviewer. The obligations pursuant to this Section 5.04 shall not constitute a claim against the Issuing Entity or the Trust Estate (as defined in the Basic Documents) and shall only constitute a claim against the Asset Representations Reviewer or and the Asset Representations Reviewer shall not be liable for any Indemnified Person.amount in excess of the fees received by it in accordance with the terms of this ARR Agreement. ​

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner TrusteeSponsor, the Servicer, the Sponsor Servicer and the Indenture Trustee, and its respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all fees, liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees fees, expenses and expensescourt costs incurred by an Indemnified Person in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a5.4(a), the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Servicer, the Sponsor and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.045.4, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct.. Table of Contents (c) The indemnification set forth in this Section 5.04 5.4 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified Person.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless the Depositor, RBC, the Servicer and the Trust, and each of the Issuer, the Owner Trustee, the Servicer, the Sponsor and the Indenture Trustee, and its their officers, directors, successors, assigns, legal representatives, agents, and servants (each each, an “RBC Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an RBC Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligencewillful misconduct, willful misconduct or bad faith or negligence of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an RBC Indemnified Person from and against expenses arising or resulting from (i) the RBC Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach of any representation, warranty or covenant made by the Indemnified Person. (b) In case any such action, investigation or proceeding will be brought involving an RBC Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The IssuerDepositor, the Servicer, the Sponsor RBC and the Indenture Trustee Servicer each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.04, the Issuer’s, the Servicer’s, the Sponsor’s and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) The indemnification set forth in this Section 5.04 herein will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer or any Indemnified PersonReviewer.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the Issuer, the Owner TrusteeDepositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee, and its their respective officers, directors, trustees, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses, including those incurred by an Indemnified Person in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the breach inaccuracy of any representation, representation or warranty or covenant made by the Indemnified Person. (b) . In case any such action, investigation or proceeding will be brought involving an Indemnified Person as contemplated by Section 5.04(a)Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuer, the Depositor, the Servicer, the Sponsor Owner Trustee and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable attorney’s fees and expenses of such counsel will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section 5.045.07, the Issuer’s, the Depositor’s, the Servicer’s, the SponsorOwner Trustee’s 12 and the Indenture Trustee’s choice of legal counsel shall be subject to the good faith objection by approval of the Asset Representations Reviewer to a conflict of interest under the applicable rules of professional conduct. (c) Reviewer, which approval shall not be unreasonably withheld. The indemnification obligations set forth in Section 5.04 and this Section 5.04 5.07 will survive the termination or assignment of this Agreement and the resignation or removal of the Asset Representations Reviewer. The obligations pursuant to this Section 5.07 shall not constitute a claim against the Issuer or the Trust Estate (as defined in the Indenture) and the Asset Representations Reviewer shall not be liable for any amount in excess of the fees received by it in accordance with the terms of this Agreement. To the extent amounts due to the Indenture Trustee and the Owner Trustee under this Section 5.07 are in excess of the limitation set forth in the immediately preceding sentence, such amounts will be paid by the Issuer in accordance with the priority of payments set forth in Section 5.04 or any Indemnified Person8.04 of the Indenture, as applicable. ARTICLE VI.