Common use of Conduct of Actions or Proceedings Clause in Contracts

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial hereunder, Financial Security shall promptly notify Arcadia Financial in writing, and Arcadia Financial shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDED, HOWEVER, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial if (i) Arcadia Financial has agreed to pay such fees and expenses, (ii) Arcadia Financial shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia Financial, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, the Seller or Arcadia Financial (in which case, if the Indemnified Party notifies Arcadia Financial in writing that it elects to employ separate counsel at the expense of Arcadia Financial, Arcadia Financial shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to it, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial shall have received notice in accordance with this subsection (c) Arcadia Financial agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "“Indemnified Party" ” and, collectively, the "“Indemnified Parties"”) in respect of which indemnity may be sought from Arcadia Financial an AmeriCredit Party (the “Indemnifying Party”) hereunder, Financial Security shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itthe Indemnifying Party, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If In the event that any action or regulatory proceeding (including any governmental investigation) shall be brought commenced or claim asserted against Financial Securitywhich either (i) may entitle Ambac, any officer, director, shareholder, employee or agent of Financial Security Ambac or any Person controlling Financial Security Ambac or (individuallyii) may entitle the Issuer, any officer, director, manager, shareholder, employee or agent of the Issuer or any Person controlling the Issuer (each Person identified in either clause (i) or (ii), an "Indemnified Party" and, collectively, the "Indemnified Parties") to be indemnified under this Agreement, such party shall give the Issuer, in respect the case of which indemnity an Indemnified Party identified in clause (i), or Ambac, in the case of any Indemnified Party identified in clause (ii), (the "Indemnifying Party") written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof; provided, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability it may have to an Indemnified Party otherwise than under this Section 4.4. If any such action or claim shall be sought from Arcadia Financial hereunder, Financial Security shall promptly notify Arcadia Financial in writingbrought against an Indemnified Party, and Arcadia Financial it shall assume notify the defense Indemnifying Party thereof, including the employment Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to Financial Security the Indemnified Party to represent the Indemnified Party and shall pay the payment reasonable fees and disbursements of all expensessuch counsel related to such proceeding. The Indemnified Party shall have the right to employ separate its own counsel in any such action and in addition to participate in the defense thereof at counsel retained by the expense Indemnifying Party for the benefit of the Indemnified Party; PROVIDED, HOWEVER, that but the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial if such Indemnified Party, unless (ia) Arcadia Financial the employment of counsel by the Indemnified Party at the Indemnifying Party's expense has agreed to pay such fees and expensesbeen authorized in writing by the Indemnifying Party, (iib) Arcadia Financial shall have failed to assume the defense of such action or proceeding and employ Indemnifying Party has not in fact employed counsel reasonably satisfactory to Financial Security in any such action or proceeding the Indemnified Party within a reasonable time after receiving notice of the commencement of the action, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Indemnifying Party and the Trust, the Seller or Arcadia Financial, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available Indemnified Parties, and representation of both parties by the same counsel would be inappropriate due to it which are different from actual or additional to those available to the Trust, the Seller or Arcadia Financial potential differing interests between them (in which case, if the Indemnified Party notifies Arcadia Financial in writing that it elects to employ separate counsel at the expense of Arcadia Financial, Arcadia Financial shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys in addition to local counsel at any time for the all Indemnified Parties), which firm shall be designated in writing by Financial Security)the Indemnified Parties) in which cases the reasonable fees and expenses of counsel shall be at the expense of the Indemnifying Party and all such fees and expenses shall be reimbursed promptly as they are incurred. Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or proceeding effected without be in default in its written consent obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent that any of such settlement shall be prejudicial to it, but, if settled with its written consent, or if there be a final judgment for prejudice. The Indemnified Party may assume the plaintiff in defense of any such action or proceeding claim in reasonable cooperation with, and with respect to which Arcadia Financial shall have received notice in accordance with this subsection (c) Arcadia Financial agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgmentreasonable cooperation of, the Indemnifying Party.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial OFL hereunder, Financial Security shall promptly notify Arcadia Financial OFL in writing, and Arcadia Financial OFL shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDED, HOWEVER, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial OFL if (i) Arcadia Financial OFL has agreed to pay such fees and expenses, (ii) Arcadia Financial OFL shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Class GP Certificateholders, the Seller or Arcadia FinancialOFL, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, either Class GP Certificateholder, the Seller or Arcadia Financial OFL (in which case, if the Indemnified Party notifies Arcadia Financial OFL in writing that it elects to employ separate counsel at the expense of Arcadia FinancialOFL, Arcadia Financial OFL shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial OFL shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial OFL shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to it, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial OFL shall have received notice in accordance with this subsection (c) Arcadia Financial OFL agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial the Transferor and NAFCO (the "Indemnifying Party") hereunder, Financial Security shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to it, the Indemnifying Party but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If In the event that any action or regulatory proceeding (including any governmental investigation) shall be brought commenced or claim asserted against Financial Securitywhich may entitle Ambac, any officer, director, shareholder, employee or agent of Financial Security Ambac or any Person controlling Financial Security Ambac (individuallyeach, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect to be indemnified under this Agreement, such party shall give the Borrower (the "Indemnifying Party") written or telegraphic notice of which indemnity such action or claim reasonably promptly after receipt of written notice thereof; provided, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability it may have to an Indemnified Party otherwise than under this Section 4.4. If any such action or claim shall be sought from Arcadia Financial hereunder, Financial Security shall promptly notify Arcadia Financial in writingbrought against an Indemnified Party, and Arcadia Financial it shall assume notify the defense Indemnifying Party thereof, including the employment Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to Financial Security the Indemnified Party to represent the Indemnified Party and shall pay the payment reasonable fees and disbursements of all expensessuch counsel related to such proceeding. The Indemnified Party shall have the right to employ separate its own counsel in any such action and in addition to participate in the defense thereof at counsel retained by the expense Indemnifying Party for the benefit of the Indemnified Party; PROVIDED, HOWEVER, that but the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial if such Indemnified Party, unless (ia) Arcadia Financial the employment of counsel by the Indemnified Party at the Indemnifying Party's expense has agreed to pay such fees and expensesbeen authorized in writing by the Indemnifying Party, (iib) Arcadia Financial shall have failed to assume the defense of such action or proceeding and employ Indemnifying Party has not in fact employed counsel reasonably satisfactory to Financial Security in any such action or proceeding the Indemnified Party within a reasonable time after receiving notice of the commencement of the action, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Indemnifying Party and the Trust, the Seller or Arcadia Financial, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available Indemnified Parties, and representation of both parties by the same counsel would be inappropriate due to it which are different from actual or additional to those available to the Trust, the Seller or Arcadia Financial potential differing interests between them (in which case, if the Indemnified Party notifies Arcadia Financial in writing that it elects to employ separate counsel at the expense of Arcadia Financial, Arcadia Financial shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys in addition to local counsel at any time for the all Indemnified Parties), which firm shall be designated in writing by Financial Security)the Indemnified Parties) in which cases the reasonable fees and expenses of counsel shall be at the expense of the Indemnifying Party and all such fees and expenses shall be reimbursed promptly as they are incurred. Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or proceeding effected without be in default in its written consent obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent that any of such settlement shall be prejudicial to it, but, if settled with its written consent, or if there be a final judgment for prejudice. The Indemnified Party may assume the plaintiff in defense of any such action or proceeding claim in reasonable cooperation with, and with respect to which Arcadia Financial shall have received notice in accordance with this subsection (c) Arcadia Financial agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgmentreasonable cooperation of, the Indemnifying Party.

Conduct of Actions or Proceedings. If Each OPIC Indemnified Party shall give notice as promptly as is reasonably practicable to the Company of any action or proceeding (including any governmental investigation) shall be brought or asserted commenced against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") it in respect of which indemnity may be sought from Arcadia Financial hereunder, Financial Security but failure to so notify the Company shall promptly notify Arcadia Financial not relieve the Company from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writingany event shall not relieve it from any liability which it may have otherwise than on account of this Agreement. In addition, each OPIC Indemnified Party shall give the Company such information and Arcadia Financial co-operation regarding any such action as it may reasonably require. In the event that the Company shall be obligated under this Agreement to indemnify any OPIC Indemnified Party, the Company shall be entitled to assume the defense thereofof any action or proceeding, including with counsel approved by the employment OPIC Indemnified Party, which approval shall not be unreasonably withheld, upon delivery of written notice of its election to do so. After delivery of such notice, approval of such counsel satisfactory by the OPIC Indemnified Party and retention of such counsel by the Company, the Company shall not be liable for any fees of other counsel subsequently retained by the OPIC Indemnified Party with respect to Financial Security and any action or proceeding, provided, however, that the payment of all expenses. The OPIC Indemnified Party shall have the right to employ separate its own counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDED, HOWEVER, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial if or proceeding (i) Arcadia Financial has agreed to pay such fees and expensesat the OPIC Indemnified Party’s expense, or (ii) Arcadia Financial at the Company’s expense, if (A) the retention of counsel by the OPIC Indemnified Party has been previously authorized by the Company in writing (such consent not to be unreasonably withheld), (B) the OPIC Indemnified Party shall have failed reasonably concluded that there may be a conflict of interest between the Company and the OPIC Indemnified Party in such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such action or proceeding proceeding. Except as specifically provided herein, in no event shall the Company be liable for fees and employ expenses of more than one counsel satisfactory to Financial Security (in any such action or proceeding or (iii) the named parties addition to any such action or proceeding (including any impleaded partieslocal counsel selected by OPIC) include both the separate from its own counsel for all OPIC Indemnified Party and the Trust, the Seller or Arcadia Financial, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, the Seller or Arcadia Financial (in which case, if the Indemnified Party notifies Arcadia Financial in writing that it elects to employ separate counsel at the expense of Arcadia Financial, Arcadia Financial shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial shall not, Parties in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances. The Company shall not, without the prior written consent of the OPIC Indemnified Parties, settle or compromise, or consent to the entry of any judgment with respect to, any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be liable sought under Section 3.12(a) or Section 3.12(c) hereof (whether or not the OPIC Indemnified Parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each OPIC Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include an admission of fault, culpability or a failure to act by or on behalf of any OPIC Indemnified Party. If at any time an OPIC Indemnified Party shall have requested the Company to reimburse such OPIC Indemnified Party for the reasonable fees and expenses of more than one separate form of attorneys at any time for reimbursable by the Indemnified PartiesCompany hereunder, which firm the Company agrees that it shall be designated in writing by Financial Security). Arcadia Financial shall not be liable for any settlement of any such action or proceeding the nature contemplated by this Section 3.12(b) effected without its written consent to the extent that any if (i) such settlement shall be prejudicial to itis entered into more than 45 days after receipt by the Company of the aforesaid request, but, if settled with its written consent, or if there be a final judgment for (ii) the plaintiff in any such action or proceeding with respect to which Arcadia Financial Company shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) the Company shall not have reimbursed such OPIC Indemnified Party in accordance with this subsection (c) Arcadia Financial agrees such request prior to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason date of such settlement or judgmentsettlement.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial SecurityAssured Guaranty, any officer, director, shareholder, employee or agent of Financial Security Assured Guaranty or any Person controlling Financial Security Assured Guaranty (individually, an "“Indemnified Party" ” and, collectively, the "“Indemnified Parties"”) in respect of which indemnity may be sought from Arcadia Financial an AmeriCredit Party (the “Indemnifying Party”) hereunder, Financial Security Assured Guaranty shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security Assured Guaranty and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security Assured Guaranty in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial SecurityAssured Guaranty). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itthe Indemnifying Party, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial SecurityFSA, any officer, director, shareholder, employee or agent of Financial Security FSA or any Person controlling Financial Security FSA (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial the Depositor, the Seller, the Company or the Issuer (the "Indemnifying Party") hereunder, Financial Security FSA shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indem nifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security FSA and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security FSA in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial SecurityFSA). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itthe Indemnifying Party, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial d), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial hereunder, Financial Security shall promptly notify Arcadia Financial in writing, and Arcadia Financial shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDED, HOWEVER, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial if (i) Arcadia Financial has agreed to pay such fees and expenses, (ii) Arcadia Financial shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia Financial, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, the Seller or Arcadia Financial (in which case, if the Indemnified Party notifies Arcadia Financial in writing that it elects to employ separate counsel at the expense of Arcadia Financial, Arcadia Financial shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial shall not be liable for any settlement of any such action or 44 proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to it, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial shall have received notice in accordance with this subsection (c) Arcadia Financial agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial the Company (the "Indemnifying Party") hereunder, Financial Security shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itthe Indemnifying Party, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial the Transferor and NAFI (the "Indemnifying Party") hereunder, Financial Security shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to it, the Indemnifying Party but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding --------------------------------- (including any governmental investigation) shall be brought or asserted against Financial SecurityFSA, any officer, director, shareholder, employee or agent of Financial Security FSA or any Person controlling Financial Security FSA (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial any Company Party or the Depositor (the "Indemnifying Party") hereunder, Financial Security FSA shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to Financial Security FSA and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVER-------- however, that the fees and expenses of such separate counsel shall be at the ------- expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security FSA in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial SecurityFSA). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itthe Indemnifying Party, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial ), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial SecurityFSA, any officer, director, shareholder, employee or agent of Financial Security FSA or any Person controlling Financial Security FSA (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial the Seller or the Originator (the "Indemnifying Party") hereunder, Financial Security FSA shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security FSA and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security FSA in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial SecurityFSA). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itthe Indemnifying Party, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial an AmeriCredit Party (the "Indemnifying Party") hereunder, Financial Security shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itthe Indemnifying Party, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial SecurityFSA, any officer, director, shareholder, employee or agent of Financial Security FSA or any Person controlling Financial Security FSA (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial the Depositor or the Company (the "Indemnifying Party") hereunder, Financial Security FSA shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security FSA and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security FSA in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial SecurityFSA). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itthe Indemnifying Party, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial d), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial SecurityFSA, any officer, director, shareholder, employee or agent of Financial Security FSA or any Person controlling Financial Security FSA (individually, an "“Indemnified Party" ” and, collectively, the "“Indemnified Parties"”) in respect of which indemnity may be sought from Arcadia Financial the applicable Indemnifying Party hereunder, Financial Security FSA shall promptly notify Arcadia Financial such Indemnifying Party in writing, and Arcadia Financial such Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to Financial Security FSA and the payment of all expenses. The omission so to notify the Indemnifying Party will not relieve it from any liability which it may have to any Indemnified Party except to the extent the Indemnifying Party is prejudiced thereby. An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed within a reasonable period of time to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to Financial Security FSA in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial SecurityFSA). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itthe Indemnifying Party, but, if settled with its written consent, or, if settled without written consent, to the extent not prejudicial to the Indemnifying Party, or if there be is a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial hereunder, Financial Security shall promptly notify Arcadia Financial in writing, and Arcadia Financial shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDED, HOWEVER, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial if (i) Arcadia Financial has agreed to pay such fees and expenses, (ii) Arcadia Financial shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia Financial, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, the Seller or Arcadia Financial (in which case, if the Indemnified Party notifies Arcadia Financial in writing that it elects to employ separate counsel at the expense of Arcadia Financial, Arcadia Financial shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to it, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial shall have received notice in accordance with this subsection (c) Arcadia Financial agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability orliability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified PartyINDEMNIFIED PARTY" and, collectively, the "Indemnified PartiesINDEMNIFIED PARTIES") in respect of which indemnity may be sought from Arcadia Financial AFL (the "INDEMNIFYING PARTY") hereunder, Financial Security shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDED, HOWEVER, that the fees and expenses of such separate counsel shall only be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or to proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to it, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial the Servicer and/or the Company (the "Indemnifying Party") hereunder, Financial Security shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to it, the Indemnifying Party but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial hereunder, Financial Security shall promptly notify Arcadia Financial in writing, and Arcadia Financial shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDED, HOWEVER, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial if (i) Arcadia Financial has agreed to pay such fees and expenses, (ii) Arcadia Financial shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia Financial, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, the Seller or Arcadia Financial (in which case, if the Indemnified Party notifies Arcadia Financial in writing that it elects to employ separate counsel at the expense of Arcadia Financial, Arcadia Financial shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to it, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial shall have received notice in accordance with this subsection (c) Arcadia Financial agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified PartyINDEMNIFIED PARTY" and, collectively, the "Indemnified PartiesINDEMNIFIED PARTIES") in respect of which indemnity may be sought from Arcadia Financial the Company (the "INDEMNIFYING PARTY") hereunder, Financial Security shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDED, HOWEVER, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itthe Indemnifying Party, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial an Indemnifying Party hereunder, Financial Security shall promptly notify Arcadia Financial such Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the such Indemnified Party; PROVIDED, HOWEVER, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial such Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the such Indemnified Party and the Trust, the Seller or Arcadia Financialsuch Indemnifying Party, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, the Seller or Arcadia Financial Indemnifying Party (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial such Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial Such Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itsuch Indemnifying Party, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial the Company (the "Indemnifying Party") hereunder, Financial Security shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to it, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial shall have received notice in accordance with this subsection (c) Arcadia Financial agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.being

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified PartyINDEMNIFIED PARTY" and, collectively, the "Indemnified PartiesINDEMNIFIED PARTIES") in respect of which indemnity may be sought from Arcadia Financial OFL (the "INDEMNIFYING PARTY") hereunder, Financial Security shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDED, HOWEVER, that the fees and expenses of such separate counsel shall only be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to it, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial SecurityFSA, any officer, director, shareholder, employee or agent of Financial Security FSA or any Person controlling Financial Security FSA (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial the Company (the "Indemnifying Party") hereunder, Financial Security FSA shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to Financial Security FSA and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed failed, within a reasonable period of time, to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to Financial Security FSA in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial SecurityFSA). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itthe Indemnifying Party, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial ), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, ,an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial OFL hereunder, Financial Security shall promptly notify Arcadia Financial OFL in writing, and Arcadia Financial OFL shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDED, HOWEVER, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial OFL if (i) Arcadia Financial OFL has agreed to pay such fees and expenses, (ii) Arcadia Financial OFL shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Class GP Certificateholders, the Seller or Arcadia FinancialOFL, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, either Class GP Certificateholder, the Seller or Arcadia Financial OFL (in which case, if the Indemnified Party notifies Arcadia Financial OFL in writing that it elects to employ separate counsel at the expense of Arcadia FinancialOFL, Arcadia Financial OFL shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial OFL shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial OFL shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to it, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial OFL shall have received notice in accordance with this subsection (c) Arcadia Financial OFL agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial hereunder, Financial Security shall promptly notify Arcadia Financial in writing, and Arcadia Financial shall assume the defense thereof, including the employment of counsel satisfactory to Financial Security and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial if (i) Arcadia Financial has agreed to pay such fees and expenses, (ii) Arcadia Financial shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia Financial, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, the Seller or Arcadia Financial (in which case, if the Indemnified Party notifies Arcadia Financial in writing that it elects to employ separate counsel at the expense of Arcadia Financial, Arcadia Financial shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial Security). Arcadia Financial shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to it, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial shall have received notice in accordance with this subsection (c) Arcadia Financial agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial Security, any officer, director, shareholder, employee or agent of Financial Security or any Person controlling Financial Security (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") Party in respect of which indemnity may be sought from Arcadia Financial the Indemnifying Parties hereunder, Financial Security such Indemnified Party shall promptly notify Arcadia Financial the Indemnifying Parties in writing, and Arcadia Financial the Indemnifying Parties shall assume the defense thereof, including the employment of counsel reasonably satisfactory to Financial Security the Indemnified Party and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Parties if (i) Arcadia Financial has the Indemnifying Parties have agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Parties shall have failed promptly to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to Financial Security the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and either or both of the Trust, the Seller or Arcadia FinancialIndemnifying Parties, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to either or both of the Trust, Indemnifying Parties and (B) the Seller representation of either or Arcadia Financial both of the Indemnifying Parties and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Parties, Arcadia Financial the Indemnifying Parties shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Parties shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time (in addition to local counsel, if necessary) for the Indemnified Parties, which firm (or firms) shall be designated in writing by Financial SecurityXLCA). Arcadia Financial The Indemnifying Parties shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itthe Indemnifying Parties, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Parties shall have received notice in accordance with this subsection (c) Arcadia Financial agrees Section 3.4(b), the Indemnifying Parties agree to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Financial SecurityFGIC, any officer, director, shareholder, employee or agent of Financial Security FGIC or any Person controlling Financial Security FGIC (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") in respect of which indemnity may be sought from Arcadia Financial the Sponsor or the Company (the "Indemnifying Party") hereunder, Financial Security FGIC shall promptly notify Arcadia Financial the Indemnifying Party in writing, and Arcadia Financial the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to Financial Security FGIC and the payment of all expenses. The An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the fees and expenses of such separate counsel shall be at the expense of Arcadia Financial the Indemnifying Party only if (i) Arcadia Financial the Indemnifying Party has agreed to pay such fees and expenses, (ii) Arcadia Financial the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Financial Security FGIC in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Trust, the Seller or Arcadia FinancialIndemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Trust, Indemnifying Party and (B) the Seller representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or Arcadia Financial contrary to prudent practice (in which case, if the Indemnified Party notifies Arcadia Financial the Indemnifying Party in writing that it elects to employ separate counsel at the expense of Arcadia Financialthe Indemnifying Party, Arcadia Financial the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Arcadia Financial the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate form firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Financial SecurityFGIC). Arcadia Financial The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to itthe Indemnifying Party, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which Arcadia Financial the Indemnifying Party shall have received notice in accordance with this subsection (c) Arcadia Financial ), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.