Common use of Indemnification of the Indenture Trustee Clause in Contracts

Indemnification of the Indenture Trustee. the Depositor, the Owner Trustee, the Trust Administrator and the Master Servicer. (a) The Master Servicer agrees to indemnify the Indemnified Persons (other than the Master Servicer) for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to this Agreement or the Securities (i) related to the Master Servicer’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement, excluding Subsection (b) below) or (ii) incurred by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), an Indemnified Person shall have given the Master Servicer and the Depositor written notice thereof promptly after such Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Indemnified Person’s failure to give such notice shall not affect the Indemnified Person’s right to indemnification hereunder unless such failure to give notice materially prejudices the Master Servicer’s defense to (or ability to defend against) such claim or action. This indemnity shall survive the resignation or removal of the Indenture Trustee or the Master Servicer and the termination of this Agreement. (b) The Issuer will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise indemnified by the Master Servicer that is referred to in Subsection (a) above. (c) In addition to its obligations under Section 4.22(a), the Master Servicer agrees to indemnify the Indemnified Persons (other than the Master Servicer) for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part (i) in connection with, arising out of, or relating to the Master Servicer’s failure to file a Form 10-K in accordance with Section 4.16, (ii) by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of such obligations pursuant to Section 4.16 or (iii) by reason of the Master Servicer’s reckless disregard of such obligations pursuant to Section 4.16, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), an Indemnified Person shall have given the Master Servicer written notice thereof promptly after such Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Indemnified Person’s failure to give such notice shall not affect the Indemnified Person’s right to indemnification hereunder unless such failure to give notice materially prejudices the Master Servicer’s defense to (or ability to defend against) such claim or action. This indemnity shall survive the resignation or removal of the Indenture Trustee or the Master Servicer and the termination of this Agreement.

Indemnification of the Indenture Trustee. the Depositor, the Owner Trustee, the Trust Administrator Master Servicer and the Master Servicer. (a) Securities Administrator. The Master Servicer agrees to indemnify the Indenture Trustee, the Owner Trustee, the Seller, the Depositor and the Securities Administrator (each an "Indemnified Persons (other than the Master ServicerPerson") for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement Agreement, the Indenture, the Servicing Agreements, the Assignment Agreements or the Securities Notes or the powers of attorney delivered by the Indenture Trustee hereunder (i) related to the Master Servicer’s 's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement, excluding Subsection (b) below) or (ii) incurred by reason of the Master Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), an the Indemnified Person shall have given the Master Servicer and the Depositor written notice thereof promptly after such Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Indemnified Person’s Master Servicer's failure to give receive any such notice shall not affect the an Indemnified Person’s Persons' right to indemnification hereunder unless hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice materially prejudices the Master Servicer’s defense to (or ability to defend against) such claim or actionnotice. This indemnity shall survive the resignation or removal of the Indenture Trustee or the Trustee, Owner Trustee, Master Servicer and the Securities Administrator and the termination of this Agreement. . Merrill Lynch Mortgage Capital Inc. agrees to indemnify the Owner Truxxxx xxr xxx loss, liability or expense for which the Depositor is required to indemnify the Owner Trustee, other than (bx) The Issuer will indemnify any Indemnified Person for loss liability or expense required to be covered by the Master Servicer pursuant to this Section 5.03 and (y) any loss, liability or expense of any Indemnified Person not otherwise indemnified already paid by the Master Servicer that is referred to in Subsection (a) above. (c) In addition to its obligations under Section 4.22(a), the Master Servicer agrees to indemnify the Indemnified Persons (other than the Master Servicer) for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part (i) in connection with, arising out of, or relating to the Master Servicer’s failure to file a Form 10-K Depositor in accordance with Section 4.16, (ii) by reason 7.02 of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of such obligations pursuant to Section 4.16 or (iii) by reason of the Master Servicer’s reckless disregard of such obligations pursuant to Section 4.16, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), an Indemnified Person shall have given the Master Servicer written notice thereof promptly after such Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Indemnified Person’s failure to give such notice shall not affect the Indemnified Person’s right to indemnification hereunder unless such failure to give notice materially prejudices the Master Servicer’s defense to (or ability to defend against) such claim or action. This indemnity shall survive the resignation or removal of the Indenture Trustee or the Master Servicer and the termination of this Trust Agreement.

Indemnification of the Indenture Trustee. the Depositor, the Owner Trustee, the Trust Administrator Master Servicer and the Master Servicer. (a) Securities Administrator. The Master Servicer agrees to indemnify the Indenture Trustee, Owner Trustee and Securities Administrator (each an "Indemnified Persons (other than the Master ServicerPerson") for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the Indenture, the Servicing Agreement, the Assignment Agreement or the Securities Notes or the powers of attorney delivered by the Indenture Trustee hereunder (i) related to the Master Servicer’s 's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement, excluding Subsection (b) below) or (ii) incurred by reason of the Master Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), an the Indemnified Person shall have given the Master Servicer and the Depositor written notice thereof promptly after such Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Indemnified Person’s Master Servicer's failure to give receive any such notice shall not affect the an Indemnified Person’s Persons' right to indemnification hereunder unless hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice materially prejudices the Master Servicer’s defense to (or ability to defend against) such claim or actionnotice. This indemnity shall survive the resignation or removal of the Indenture Trustee or the Trustee, Owner Trustee, Master Servicer and the Securities Administrator and the termination of this Agreement. (b) . The Issuer will Seller agrees to indemnify any Indemnified Person the Owner Trustee for any loss, liability or expense for which the Depositor is required to indemnify the Owner Trustee pursuant to Section 7.02 of the Trust Agreement, other than (x) any Indemnified Person not otherwise indemnified loss liability or expense required to be covered by the Master Servicer that is referred to in Subsection (a) above. (c) In addition to its obligations under Section 4.22(a), the Master Servicer agrees to indemnify the Indemnified Persons (other than the Master Servicer) for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part (i) in connection with, arising out of, or relating to the Master Servicer’s failure to file a Form 10-K in accordance with Section 4.16, (ii) by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of such obligations pursuant to Section 4.16 or (iii) by reason of the Master Servicer’s reckless disregard of such obligations pursuant to Section 4.16, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), an Indemnified Person shall have given the Master Servicer written notice thereof promptly after such Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Indemnified Person’s failure to give such notice shall not affect the Indemnified Person’s right to indemnification hereunder unless such failure to give notice materially prejudices the Master Servicer’s defense to (or ability to defend against) such claim or action. This indemnity shall survive the resignation or removal of the Indenture Trustee or the Master Servicer and the termination of this Agreement.this

Indemnification of the Indenture Trustee. the Depositor, the Owner Trustee, the Trust Administrator Master Servicer and the Master Servicer. (a) Securities Administrator. The Master Servicer agrees to indemnify the Indenture Trustee, Owner Trustee and Securities Administrator (each an "Indemnified Persons (other than the Master ServicerPerson") for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the Indenture, the MortgageIT Servicing Agreement, the Assignment Agreement or the Securities Notes or the powers of attorney delivered by the Indenture Trustee hereunder (i) related to the Master Servicer’s 's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement, excluding Subsection (b) below) or (ii) incurred by reason of the Master Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), an the Indemnified Person shall have given the Master Servicer and the Depositor written notice thereof promptly after such Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Indemnified Person’s Master Servicer's failure to give receive any such notice shall not affect the an Indemnified Person’s Persons' right to indemnification hereunder unless hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice materially prejudices the Master Servicer’s defense to (or ability to defend against) such claim or actionnotice. This indemnity shall survive the resignation or removal of the Indenture Trustee or the Trustee, Owner Trustee, Master Servicer and the Securities Administrator and the termination of this Agreement. (b) . The Issuer will Seller agrees to indemnify any Indemnified Person the Owner Trustee for any loss, liability or expense for which the Depositor is required to indemnify the Owner Trustee pursuant to Section 7.02 of the Trust Agreement, other than (x) any Indemnified Person not otherwise indemnified loss liability or expense required to be covered by the Master Servicer that is referred to in Subsection (a) above. (c) In addition to its obligations under Section 4.22(a), the Master Servicer agrees to indemnify the Indemnified Persons (other than the Master Servicer) for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part (i) in connection with, arising out of, or relating to the Master Servicer’s failure to file a Form 10-K in accordance with Section 4.16, (ii) by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of such obligations pursuant to Section 4.16 or (iii) by reason of the Master Servicer’s reckless disregard of such obligations pursuant to Section 4.16, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), an Indemnified Person shall have given the Master Servicer written notice thereof promptly after such Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Indemnified Person’s failure to give such notice shall not affect the Indemnified Person’s right to indemnification hereunder unless such failure to give notice materially prejudices the Master Servicer’s defense to (or ability to defend against) such claim or action. This indemnity shall survive the resignation or removal of the Indenture Trustee or the Master Servicer and the termination of this Agreement.this

Indemnification of the Indenture Trustee. the Depositor, the Owner Trustee, the Trust Administrator Master Servicer and the Master Servicer. (a) Securities Administrator. The Master Servicer agrees to indemnify the Indenture Trustee, Owner Trustee and Securities Administrator (each an "Indemnified Persons (other than the Master ServicerPerson") for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement Agreement, the Indenture, the Servicing Agreements, the Assignment Agreements or the Securities Notes or the powers of attorney delivered by the Indenture Trustee hereunder (i) related to the Master Servicer’s 's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement, excluding Subsection (b) below) or (ii) incurred by reason of the Master Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), an the Indemnified Person shall have given the Master Servicer and the Depositor written notice thereof promptly after such Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Indemnified Person’s Master Servicer's failure to give receive any such notice shall not affect the an Indemnified Person’s Persons' right to indemnification hereunder unless hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice materially prejudices the Master Servicer’s defense to (or ability to defend against) such claim or actionnotice. This indemnity shall survive the resignation or removal of the Indenture Trustee or the Trustee, Owner Trustee, Master Servicer and the Securities Administrator and the termination of this Agreement. (b) . The Issuer will Seller agrees to indemnify any Indemnified Person the Owner Trustee for any loss, liability or expense for which the Depositor is required to indemnify the Owner Trustee pursuant to Section 7.02 of the Trust Agreement, other than (x) any Indemnified Person not otherwise indemnified loss liability or expense required to be covered by the Master Servicer that is referred to in Subsection (a) above. (c) In addition to its obligations under Section 4.22(a), the Master Servicer agrees to indemnify the Indemnified Persons (other than the Master Servicer) for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part (i) in connection with, arising out of, or relating to the Master Servicer’s failure to file a Form 10-K in accordance with Section 4.16, (ii) by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of such obligations pursuant to Section 4.16 or (iii) by reason of the Master Servicer’s reckless disregard of such obligations pursuant to Section 4.16, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), an Indemnified Person shall have given the Master Servicer written notice thereof promptly after such Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Indemnified Person’s failure to give such notice shall not affect the Indemnified Person’s right to indemnification hereunder unless such failure to give notice materially prejudices the Master Servicer’s defense to (or ability to defend against) such claim or action. This indemnity shall survive the resignation or removal of the Indenture Trustee or the Master Servicer and the termination of this Agreement.this

Indemnification of the Indenture Trustee. the Depositor, the Owner Trustee, the Trust Administrator and the Master Servicer. (a) The Master Servicer agrees to indemnify the Indemnified Persons (other than the Master Servicer) for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to this Agreement or the Securities (i) related to the Master Servicer’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement, excluding Subsection (b) below) or (ii) incurred by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), an Indemnified Person shall have given the Master Servicer and the Depositor written notice thereof promptly after such Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Indemnified Person’s failure to give such notice shall not affect the Indemnified Person’s right to indemnification hereunder unless such failure to give notice materially prejudices the Master Servicer’s defense to (or ability to defend against) such claim or actionhereunder. This indemnity shall survive the resignation or removal of the Indenture Trustee or the Master Servicer and the termination of this Agreement. (b) The Issuer will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise indemnified by the Master Servicer that is referred to in Subsection (a) above. (c) In addition to its obligations under Section 4.22(a), the Master Servicer agrees to indemnify the Indemnified Persons (other than the Master Servicer) for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part (i) in connection with, arising out of, or relating to the Master Servicer’s failure to file a Form 10-K in accordance with Section 4.16, (ii) by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of such obligations pursuant to Section 4.16 or (iii) by reason of the Master Servicer’s reckless disregard of such obligations pursuant to Section 4.16, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), an Indemnified Person shall have given the Master Servicer written notice thereof promptly after such Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Indemnified Person’s failure to give such notice shall not affect the Indemnified Person’s right to indemnification hereunder unless such failure to give notice materially prejudices the Master Servicer’s defense to (or ability to defend against) such claim or actionhereunder. This indemnity shall survive the resignation or removal of the Indenture Trustee or the Master Servicer and the termination of this Agreement.