Common use of Indemnification by Asset Representations Reviewer Clause in Contracts

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Depositor, the Servicer, the Sponsor, the Owner Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements of applicable federal, state or local laws and regulations in the performance of its duties hereunder or (c) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or other obligations in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the permitted resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Servicer, the Depositor, the ServicerSeller, the Sponsor, the Owner Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements of applicable federal, state or local laws and regulations in the performance of its duties hereunder or (c) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or other obligations in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the permitted resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the IssuerIssuing Entity, the Grantor Trust, the Depositor, the Seller, the Servicer, the Administrator, the Sponsor, the Owner Trustee, the Grantor Trust Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costsfees, expenses, losses, damages and liabilities (liabilities, including any reasonable legal fees and expenses those incurred by an Indemnified Party in connection with the enforcement of this indemnification (and including any indemnification or other obligation of the Asset Representations Reviewer) attorneys fees’, expenses and court costs), resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements breach of applicable federal, state or local laws and regulations in the performance any of its duties hereunder representations or warranties in this Agreement or (c) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or other obligations in Sections 4.08 and 4.09 of this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 4.04 will survive the termination of this Agreement, the termination of the Issuer Grantor Trust and the permitted resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the DepositorHolding Trust, the Seller, the Servicer, the Sponsor, the Owner Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable legal fees fees, costs and expenses incurred by an Indemnified Party in connection with the any enforcement (including any action, claim or suit brought by such indemnified parties) of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements of applicable federal, state or local laws and regulations in the performance of its duties hereunder or (c) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants representations or warranties or other obligations in under this Agreement, (c) its breach of confidentiality obligations or (d) any third party intellectual property claim. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer Issuer, the termination of the Holding Trust and the permitted resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Servicer, the Depositor, the ServicerSeller, the Sponsor, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements of applicable federal, state or local laws and regulations in the performance of its duties hereunder or (c) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or other obligations in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the permitted resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Servicer, the Depositor, the ServicerSeller, the Sponsor, the Owner Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements of applicable federal, state or local laws and regulations in the performance of its duties hereunder or (c) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or other obligations in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the permitted resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Servicer, the Depositor, the ServicerSeller, the Sponsor, the Owner Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the defense of any action or claim for the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements of applicable federal, state or local laws and regulations in the performance of its duties hereunder or (c) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or other obligations in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the permitted resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the IssuerIssuer Trustee, the Depositor, the Servicer, the Sponsor, the Owner Trustee Manager and the Indenture Trustee (each, an “Indemnified Party”) Servicer and their respective directors, officers, employees and agents (each, an “Indemnified Party”) for all costs, expenses, losses, damages and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements of applicable federal, state or local laws and regulations in the performance of its duties hereunder or (c) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or other obligations in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer Series Trust and the permitted resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the IssuerIssuing Entity, World Omni, the Depositor, the Servicer, the SponsorAdministrator, the Owner Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costsfees, expenses, losses, damages and liabilities (including any reasonable and documented legal fees and expenses including, without limitation, any legal fees, costs and expenses incurred by an Indemnified Party in connection with the any enforcement (including any action, claim or suit brought) by an indemnified party of any indemnification or other obligation of the Asset Representations ReviewerReviewer and other amounts owed thereto pursuant to this Agreement) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements breach of applicable federal, state or local laws and regulations in the performance any of its duties hereunder representations or warranties in this Agreement or (c) the Asset Representations Representation Reviewer’s breach of any of its representations, warranties, covenants or other obligations in Sections 4.08 and 4.09 of this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 4.04 will survive the termination or assignment of this Agreement, the termination of the Issuer Issuing Entity and the permitted resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Titling Trust, the Titling Trustee, the Titling Trustee Agent, the Closed-End Collateral Agent, the Issuer, World Omni, the Depositor, the Servicer, the SponsorAdministrator, the Owner Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costsfees, expenses, losses, damages and liabilities (liabilities, including any without limitation, reasonable legal attorney’s fees and expenses incurred by an Indemnified Party in connection with relating to the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) such indemnity, resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements breach of applicable federal, state or local laws and regulations in the performance any of its duties hereunder representations or warranties in this Agreement or (c) the Asset Representations Representation Reviewer’s breach of any of its representations, warranties, covenants or other obligations in Section 4.08 and 4.09 of this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 4.04 will survive the termination of this Agreement, the termination of the Issuer and the permitted resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the IssuerIssuing Entity, the Grantor Trust, the Depositor, the Seller, the Servicer, the Administrator, the Sponsor, the Owner Trustee, the Grantor Trust Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costsfees, expenses, losses, damages and liabilities (liabilities, including any reasonable legal fees and expenses those incurred by an Indemnified Party in connection with the enforcement of this indemnification (and including any indemnification or other obligation of the Asset Representations Reviewer) attorneys fees’, expenses and court costs), resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements breach of applicable federal, state or local laws and regulations in the performance any of its duties hereunder representations or warranties in this Agreement or (c) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or other obligations in Sections 4.08 and 4.09 of this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 4.04 will survive the termination of this Agreement, the termination of the Issuer Grantor Trust and the permitted resignation or removal of the Asset Representations Reviewer.. CRVNA 2022-P3 Asset Representations Review Agreement

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Servicer, the Depositor, the ServicerSeller, the Sponsor, the Owner Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements of applicable federal, state or local laws and regulations in the performance of its duties hereunder or (c) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or other obligations in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the permitted resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Servicer, the Depositor, the ServicerSeller, the Sponsor, the Owner Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements of applicable federal, state or local laws and regulations in the performance of its duties hereunder or (c) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or other obligations in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the permitted resignation or removal of the Asset Representations Reviewer. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the permitted resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, World Omni, the Depositor, the Servicer, the SponsorAdministrator, the Owner Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costsfees, expenses, losses, damages and liabilities (including any reasonable and documented legal fees and expenses including, without limitation, any legal fees, costs and expenses incurred by an Indemnified Party in connection with the any enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification or other obligation of the Asset Representations ReviewerReviewer and other amounts owed thereto pursuant to this Agreement) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements breach of applicable federal, state or local laws and regulations in the performance any of its duties hereunder representations or warranties in this Agreement or (c) the Asset Representations Representation Reviewer’s breach of any of its representations, warranties, covenants or other obligations in Section 4.08 and 4.09 of this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 4.04 will survive the termination or assignment of this Agreement, the termination of the Issuer and the permitted resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the IssuerTitling Trust, the Titling Trustee, the Titling Trustee Agent, the Closed-End Collateral Agent, the Issuing Entity, World Omni, the Depositor, the Servicer, the SponsorAdministrator, the Owner Trustee and the Indenture Trustee (each, an “Indemnified Party”) and their respective directors, officers, employees and agents for all costsfees, expenses, losses, damages and liabilities (liabilities, including any without limitation, reasonable legal attorney’s fees and expenses incurred by an Indemnified Party in connection with relating to the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) such indemnity, resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s failure to comply with the requirements breach of applicable federal, state or local laws and regulations in the performance any of its duties hereunder representations or warranties in this Agreement or (c) the Asset Representations Representation Reviewer’s breach of any of its representations, warranties, covenants or other obligations in Sections 4.08 and 4.09 of this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 4.04 will survive the termination of this Agreement, the termination of the Issuer Issuing Entity and the permitted resignation or removal of the Asset Representations Reviewer.