Common use of Indemnification of the Trustee Clause in Contracts

Indemnification of the Trustee. (a) The Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the 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) or (ii) incurred by reason of the 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), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the 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) or (ii) incurred by reason of the 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), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s 's failure to give any such notice shall not affect the Indemnified Person’s 's right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s 's indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. the Master Servicer and the Securities Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 Servicing Agreements, the Assignment Agreements or the Certificates or the powers of attorney delivered by the 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) 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), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after a Responsible Officer of the Indemnified Person Trustee shall have with respect to such claim or legal action actual knowledge thereof. The Trustee’s 's failure to give any such notice shall not affect the Indemnified Person’s Trustee's right to indemnification hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Trustee Securities Administrator and the termination of this Agreement. (b) The Depositor Trust Fund will indemnify any Indemnified Person for any loss, liability or expense (including reasonable legal fees and disbursements of counsel) of any Indemnified Person not otherwise covered by the Master Servicer’s 's indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer Trustee agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the ServicerTrustee’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) or (ii) incurred by reason of the ServicerTrustee’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), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor Seller written notice thereof promptly after a responsible officer of the Indemnified Person Trustee shall have with respect to such claim or legal action actual knowledge thereof. The Trustee’s ; provided, however, the failure to give any such notice shall not affect relieve the Indemnified Person’s right to Trustee of its indemnification obligations hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees ParentCo and the Corporation jointly and severally agree to indemnify and hold harmless the Indemnified Persons forTrustee, and to hold them harmless againsteach of its directors, any lossofficers, liability or expense employees and agents appointed and acting in accordance with this agreement (for whom it is expressly agreed that the Trustee is holding the benefit of this indemnity and rights of enforcement thereof in trust) (collectively, the “Indemnified Parties”) against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal fees and disbursements of counsel) incurred which, without fraud, negligence, wilful misconduct or bad faith on their the part that of such Indemnified Party, may be sustained paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with and completion of its duties set forth in connection with, arising out ofthis agreement, or relating to, any written or oral instructions delivered to the Trustee by ParentCo or the Corporation pursuant hereto. In no case shall ParentCo or the Corporation be liable under this indemnity for any claim or legal action (including against any pending or threatened claim or legal action) relating to this Agreement or of the Certificates or Indemnified Parties unless ParentCo and the powers of attorney delivered Corporation shall be notified by the Trustee hereunder (i) related of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the 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) or (ii) incurred by reason nature and basis of the Servicer’s willful misfeasance, bad faith claim and such failure prejudices the ability of the ParentCo 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 Corporation to respond to any such claim or legal action action. Subject to (i) below, ParentCo and the Corporation shall be entitled to participate at their own expense in the defense and, if ParentCo or pending or threatened claim or legal action)the Corporation so elect at any time after receipt of such notice, either of them may assume the Indemnified Person defense of any suit brought to enforce any such claim. The Trustee shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect right to such claim or legal action knowledge thereof. The Trustee’s failure to give employ separate counsel in any such notice suit and participate in the defense thereof, but the fees and expenses of such counsel shall not affect be at the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal expense of the Servicer Trustee unless: (i) the employment of such counsel has been authorized by ParentCo or the Corporation, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and ParentCo or the termination Corporation and the Trustee shall have been advised by counsel acceptable to ParentCo or the Corporation that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to ParentCo or the Corporation and that an actual or potential conflict of this Agreement. interest exists (b) The Depositor will indemnify any Indemnified Person in which case ParentCo and the Corporation shall not have the right to assume the defense of such suit on behalf of the Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(aTrustee).

Indemnification of the Trustee. The Trustee (ain its individual capacity and in its capacity as trustee hereunder) The Servicer agrees and its directors, officers, employees and agents shall be entitled to indemnify indemnification from the Indemnified Persons for, and to hold them harmless against, Trust Fund for any loss, liability or expense (including the reasonable legal fees compensation and the expenses and disbursements of its agents or counsel) ), incurred without negligence or willful misconduct on their part that may be sustained in connection withpart, arising out of, or relating toin connection with, the acceptance or administration of the trusts created hereunder or under the Purchase Agreements, the Servicing Agreement, Acknowledgements or the Custodial Agreements or in connection with the performance of their duties hereunder or thereunder including the costs and expenses of defending themselves against any claim in connection with the exercise or legal action (including performance of any pending of their powers or threatened claim duties hereunder or legal action) relating to this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder thereunder, provided that: (i) related to the 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) or (ii) incurred by reason of the 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)claim, the Indemnified Person Trustee shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person Trustee shall have knowledge thereof; (ii) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with respect the Depositor in preparing such defense; and (iii) notwithstanding anything to the contrary in this Section 6.11, the Trust Fund shall not be liable for settlement of any such claim or legal action knowledge thereofby the Trustee entered into without the prior consent of the Depositor, which consent shall not be unreasonably withheld. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity provisions of this Section 6.11 shall survive any termination of this Agreement and the resignation or removal of the Servicer Trustee or the Trustee any Custodian and the termination of this Agreement. (b) The Depositor will indemnify any Indemnified Person for shall be construed to include, but not be limited to any loss, liability or expense of under any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a)environmental law.

Indemnification of the Trustee. (a) The Servicer Each Lessee agrees to indemnify and hold harmless the Indemnified Persons forTrustee and the Trustee’s officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to hold them harmless against, or in any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or relating toany document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any claim judgment, award, settlement, reasonable attorneys’ fees and other costs or legal action (including expenses incurred in connection with the defense of any pending actual or threatened claim action, proceeding or legal action) relating claim; provided, however, the Lessees shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Agreement Section 15.2, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Certificates Trustee’s or such Indemnified Person’s gross negligence or willful misconduct. Any such indemnification shall not be payable from the powers assets of attorney delivered the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee hereunder (i) related or any other Indemnified Person subject to the Servicer’s failure to perform its duties limitations hereof. The indemnification provided for in compliance with this Agreement (except as any such loss, liability or expense Section 15.2 shall be otherwise reimbursable pursuant in addition to this Agreement) or (ii) incurred by reason any other indemnities available to the Trustee and shall survive the termination of the Servicer’s willful misfeasance, bad faith or gross negligence in duties of the performance of duties Lessees 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), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after termination of this Lease or a document to which the Indemnified Person shall have with respect to such claim Trustee is a signatory or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this AgreementTrustee. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the 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) or (ii) incurred by reason of the 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), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s 's failure to give any such notice shall not affect the Indemnified Person’s 's right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreement. (b) The Depositor Trust Fund will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s 's indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Lululemon and Exchangeco jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such losswritten assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, liability or expense Lululemon and Exchangeco shall be otherwise reimbursable pursuant entitled to this Agreementparticipate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and Lululemon or legal action (or pending or threatened claim or legal action), Exchangeco and the Indemnified Person Trustee shall have given been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Servicer Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the Depositor written notice thereof promptly after the Indemnified Person shall have with respect judgment of such counsel, would present a conflict of interest were a joint representation to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice be undertaken (in which case Lululemon and Exchangeco shall not affect have the Indemnified Person’s right to indemnification hereunder, except assume the defence of such suit on behalf of the Trustee but shall be liable to pay the extent reasonable fees and expenses of counsel for the Servicer is materially prejudiced by such failure to give noticeTrustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Servicer or the Trustee and the termination of this AgreementTrustee. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees RVI and RVI Sub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this agreement (collectively, the “Indemnified Persons forParties”) against all claims, losses, damages, costs, penalties, fines and to hold them harmless against, any loss, liability or expense reasonable expenses (including reasonable expenses of the Trustee’s legal fees and disbursements of counsel) incurred which, without fraud, negligence, willful misconduct or bad faith on their the part that of such Indemnified Party, may be sustained paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in connection with, arising out ofthis agreement, or relating to, any written or oral instructions delivered to the Trustee by RVI or RVI Sub pursuant hereto. In no case shall RVI or RVI Sub be liable under this indemnity for any claim or legal action (including against any pending or threatened claim or legal action) relating to this Agreement or of the Certificates or the powers of attorney delivered Indemnified Parties unless RVI and RVI Sub shall be notified by the Trustee hereunder of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, RVI and RVI Sub shall be entitled to participate at their own expense in the defense and, if RVI or RVI Sub so elect at any time after receipt of such notice, either of them may assume the defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) related the employment of such counsel has been authorized by RVI or RVI Sub, such authorization not to the 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) unreasonably withheld; or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and RVI or legal action (or pending or threatened claim or legal action), RVI Sub and the Indemnified Person Trustee shall have given been advised by counsel acceptable to RVI or RVI Sub that there may be one or more legal defenses available to the Servicer Trustee that are different from or in addition to those available to RVI or RVI Sub and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim that an actual or legal action knowledge thereof. The Trustee’s failure to give any such notice potential conflict of interest exists (in which case RVI and RVI Sub shall not affect have the Indemnified Person’s right to indemnification hereunderassume the defense of such suit on behalf of the Trustee, except but shall be liable to pay the extent reasonable fees and expenses of counsel for the Servicer is materially prejudiced by such failure to give noticeTrustee). This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreementthe trust. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Trilogy Parent and Trilogy Subsidiary jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust or its compliance with its duties set forth in this Agreement or any written or oral instruction delivered to the Trustee by Trilogy Parent or Trilogy Subsidiary pursuant hereto. In no case shall Trilogy Parent or Trilogy Subsidiary be liable under this indemnity for any claim against any of the Indemnified Parties unless Trilogy Parent and Trilogy Subsidiary shall be notified in writing by the Trustee of the assertion of a claim or of any action commenced against the Indemnified Parties promptly after any of the Indemnified Parties shall have received a written assertion of such a claim. Trilogy Parent and Trilogy Subsidiary shall be entitled to participate at their own expense in the defence and, if Trilogy Parent and Trilogy Subsidiary so elect at any time after receipt of such notice, subject to (ii) below, either of them may assume the defence of any suit brought to enforce any such lossclaim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, liability or expense but the fees and expenses of such counsel shall be otherwise reimbursable pursuant to this Agreementat the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Trilogy Parent or Trilogy Subsidiary; or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and Trilogy Parent or legal action (or pending or threatened claim or legal action), Trilogy Subsidiary and the Indemnified Person Trustee shall have given been advised by counsel acceptable to Trilogy Parent or Trilogy Subsidiary that there may be one or more legal defences available to the Servicer Trustee that are different from or in addition to those available to Trilogy Parent or Trilogy Subsidiary and that, in the Depositor written notice thereof promptly after the Indemnified Person shall have with respect judgment of such counsel, would present a conflict of interest were a joint representation to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice be undertaken (in which case Trilogy Parent and Trilogy Subsidiary shall not affect have the Indemnified Person’s right to indemnification hereunder, except assume the defence of such suit on behalf of the Trustee but shall be liable to pay the extent reasonable fees and expenses of counsel for the Servicer is materially prejudiced by such failure to give noticeTrustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Servicer or Trustee. Trilogy Subsidiary agrees to indemnify and hold harmless Trilogy Parent against all amounts paid by Trilogy Parent to any Indemnified Party pursuant to the Trustee and provisions of this Article 8. This indemnity shall survive the termination of this Agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Pubco and Acquiror jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, partners, employees and agents appointed and acting in compliance accordance with this Agreement (except as any collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, willful misconduct or bad faith on the part of such lossIndemnified Party, liability may be paid, incurred or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred suffered by the Indemnified Party by reason of or as a result of the Servicer’s willful misfeasanceTrustee's acceptance or administration of the Trust, bad faith its compliance with its duties set forth in this Agreement, or gross negligence any written or oral instructions delivered to the Trustee by the Holders, Pubco or Amalco pursuant hereto. In no case shall Pubco or Amalco be liable under this indemnity for any claim against any of the Indemnified Parties unless Pubco and Amalco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis for the claim. Pubco and Amalco shall be entitled to participate at their own expense in the performance defense and, if Pubco and Amalco so elect at any time after receipt of duties hereunder or by reason such notice, either of reckless disregard them may assume the defense of obligations and duties hereunder, provided, in each case, that with respect any suit brought to enforce any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person claim. The Trustee shall have given the Servicer right to employ separate counsel in any such suit and participate in the defense thereof and the Depositor written notice thereof promptly after fees and expenses of such counsel shall be at the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect expense of the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. Amalco and Pubco This indemnity shall survive the resignation or and/or removal of the Servicer or the Trustee and the termination of this Agreementthe Trust. In case proceedings should hereafter be taken in any court respecting the Trustee's acceptance or administration of the Trust, the Trustee will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security, in addition to the indemnity given in Article 9, against its costs of such proceedings. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. The Corporation agrees to indemnify and hold harmless the Trustee and its officers, directors, employees and agents (the “Indemnified Parties”) from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without negligence, misconduct or bad faith on the part of any of the Indemnified Parties, may be paid, incurred or suffered by any of the Indemnified Parties by reason of or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement or any written or oral instructions delivered to the Trustee by the Corporation pursuant hereto. In no case shall the Corporation be liable under this indemnity for any claim against the Indemnified Parties unless the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against any of the Indemnified Parties, promptly after the Trustee shall have received any such written assertion of a claim, or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. The Corporation shall be entitled to participate at its own expense in the defence of the assertion or claim. Subject to subsection 5.1(b), the Corporation may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claim. The Indemnified Parties shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Parties unless: (a) The Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements employment 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 or the Certificates or the powers of attorney delivered such counsel has been authorized by the Trustee hereunder (i) related to the 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) or (ii) incurred by reason of the 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), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreement.Corporation; or (b) The Depositor will indemnify the named parties to any such suit include both an Indemnified Person Party and the Corporation and such Indemnified Party shall have been advised by counsel acceptable to the Corporation that there may be one or more legal defences available to such Indemnified Party that are different from or in addition to those available to the Corporation (in which case the Corporation shall not have the right to assume the defence of such suit on behalf of such Indemnified Party but shall be liable to pay the reasonable fees and expenses of counsel for any loss, liability or expense of any such Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(aParty).

Indemnification of the Trustee. (a) The Servicer agrees Parent, Purchaser and the Shareholders jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, partners, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Trustee by the Parent or the Purchaser pursuant hereto. Subject to (ii), below, the Parent and the Purchaser shall be entitled to participate at their own expense in the defence and, if the Parent and the Purchaser so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such lossclaim. In the event the Parent and/or the Purchaser assume the defence of the Trustee, liability or expense no settlement of any claim shall be otherwise reimbursable pursuant entered into without the prior approval of the Trustee; and the Trustee shall have the right to this Agreementre-assume the defence of any suit if the Parent or Purchaser fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by the Parent or the Purchaser; or (ii) incurred by reason of the 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 named parties to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or suit include both the Trustee and the termination Parent; or (iii) the Purchaser and the Trustee shall have been advised by counsel acceptable to the Parent or the Purchaser that there may be one or more legal defences available to the Trustee which are different from or in addition to those available to the Parent or the Purchaser (in which case the Purchaser shall not have the right to assume the defence of this Agreement. (b) The Depositor will indemnify any Indemnified Person such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(aTrustee).

Indemnification of the Trustee. (a) The Servicer agrees to indemnify Titling Trust Administrator will indemnify, defend and hold harmless the Indemnified Persons forTrustee (including in its individual capacity), and their respective officers, directors, employees and agents (each, with respect to hold them harmless againstthis Section 10.2, an “Indemnified Person” and, collectively, the “Indemnified Persons”), from and against any and all Liabilities incurred by it: (i) in connection with the administration of and the performance of its duties under this Agreement, including the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or expense performance of any of its powers or duties under this Agreement, but excluding any cost, expense, loss, damage, claim or liability (including reasonable legal fees and disbursements of counselA) 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 or the Certificates or the powers of attorney delivered by the Trustee hereunder through its own willful misconduct or gross negligence or (iB) related to arising from the Servicer’s failure to perform its duties breach of any representation or warranty contained in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or Section 7.6 or (ii) incurred by reason of (A) the ServicerTitling Trust Administrator’s willful misfeasance, bad faith misconduct or gross negligence in the performance of its duties hereunder under this Agreement or by reason of (B) the Titling Trust Administrator’s reckless disregard of its 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), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of under this Agreement. (b) The Depositor will indemnify Promptly upon receipt by any Indemnified Person of notice of the commencement of any suit, action, claim, proceeding or governmental investigation against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such suit, action, claim, proceeding or investigation is to be made against the Titling Trust Administrator under Section 10.2(a), notify the Titling Trust Administrator of the commencement of such suit, action, claim, proceeding or investigation. The Titling Trust Administrator may participate in and assume the defense and settlement of any such suit, action, claim, proceeding or investigation at its expense, and no settlement of such suit, action, claim, proceeding or investigation may be made without the approval of the Titling Trust Administrator and such Indemnified Person, which approvals will not be unreasonably withheld or delayed. After notice from the Titling Trust Administrator to the Indemnified Person of the Titling Trust Administrator’s intention to assume the defense of such suit, action, claim, proceeding or investigation with counsel reasonably satisfactory to the Indemnified Person, and so long as the Titling Trust Administrator so assumes the defense of such suit, action, claim, proceeding or investigation in a manner reasonably satisfactory to the Indemnified Person, as applicable, the Titling Trust Administrator will not be liable for any losslegal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Titling Trust Administrator and an Indemnified Person, liability in which case the Titling Trust Administrator will pay for the separate counsel to the Indemnified Person which is reasonably satisfactory to the Titling Trust Administrator. (c) The indemnities contained in this Section 10.2 will survive the resignation, removal or expense termination of any Indemnified Person not otherwise covered by or the Servicer’s indemnification pursuant to Section 7.03(a)termination of this Agreement.

Indemnification of the Trustee. the Custodian and the Securities Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the 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) 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), the Indemnified Person shall have given the Master Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have have, with respect to such claim or legal action action, knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer Trustee, the Master Servicer, the Custodian or the Trustee Securities Administrator and the termination of this Agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Master Servicer’s 's indemnification pursuant to Subsection (a) above. (c) The Securities Administrator agrees to indemnify the Indemnified Persons (other than the Securities Administrator) for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part (i) in connection with, arising out of, or relating to the Securities Administrator's failure to prepare 95 and file a Form 10-K in accordance with Section 7.03(a3.18, (ii) by reason of the Securities Administrator's willful misfeasance, bad faith or gross negligence in the performance of its obligations pursuant to Section 3.18 or (iii) by reason of the Securities Administrator's reckless disregard of its obligations pursuant to Section 3.18 (including, without limitation, in respect of any powers of attorney furnished to the Securities Administrator), 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 Securities Administrator written notice thereof promptly after such Indemnified Person shall have knowledge with respect to such claim or legal action. The Indemnified Person's failure to give such notice shall not affect the Indemnified Person's right to indemnification hereunder. This indemnity shall survive the resignation or removal of the Trustee, the Master Servicer or the Securities Administrator and the termination of this Agreement.

Indemnification of the Trustee. (a) The Servicer agrees Holdings and the Partnership jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust or its compliance with its duties set forth in this Agreement or any written or oral instruction delivered to the Trustee by Holdings or the Partnership pursuant hereto. In no case shall Holdings or the Partnership be liable under this indemnity unless Holdings and the Partnership shall be notified by the Trustee of the assertion of a claim or of any action commenced against the Indemnified Parties promptly after any of the Indemnified Parties shall have received a written assertion of such a claim. Holdings and the Partnership shall be entitled to participate at their own expense in the defence and, if Holdings and the Partnership so elect at any time after receipt of such notice, subject to (ii) below, either of them may assume the defence of any suit brought to enforce any such lossclaim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, liability or expense but the fees and expenses of such counsel shall be otherwise reimbursable pursuant at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Holdings or the Partnership, such authorization not to this Agreement) be unreasonably withheld; or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and Holdings or legal action (or pending or threatened claim or legal action), the Indemnified Person Partnership and the Trustee shall have given been advised by counsel acceptable to Holdings or the Servicer Partnership that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Holdings or the Partnership and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Holdings and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice Partnership shall not affect have the Indemnified Person’s right to indemnification hereunder, except assume the defence of such suit on behalf of the Trustee but shall be liable to pay the extent reasonable fees and expenses of counsel for the Servicer is materially prejudiced by such failure to give noticeTrustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Servicer or the Trustee and the termination of this AgreementTrustee. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Parent and Purchaser jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, partners, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Trustee by the Parent or the Purchaser pursuant hereto. Subject to (ii), below, the Parent and the Purchaser shall be entitled to participate at their own expense in the defence and, if the Parent and the Purchaser so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such lossclaim. In the event the Parent and/or the Purchaser assume the defence of the Trustee, liability or expense no settlement of any claim shall be otherwise reimbursable pursuant entered into without the prior approval of the Trustee; and the Trustee shall have the right to this Agreementre-assume the defence of any suit if the Parent or Purchaser fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by the Parent or the Purchaser; or (ii) incurred by reason of the 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 named parties to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or suit include both the Trustee and the termination Parent or the Purchaser, and the Trustee shall have been advised by counsel acceptable to the Parent or the Purchaser that there may be one or more legal defences available to the Trustee which are different from or in addition to those available to the Parent or the Purchaser and that in the judgment of this Agreement. such counsel, would present a conflict of interest were a joint representation to be undertaken (b) The Depositor will indemnify any Indemnified Person in which case the Purchaser and the Parent shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). Neither the Parent nor the Purchaser shall be liable for any losssettlement of a matter in respect of which an Indemnified Party may seek indemnification under this section 9.1, liability or expense of any Indemnified Person not otherwise covered by unless the Servicer’s indemnification pursuant Parent and the Purchaser have consented in writing to Section 7.03(a)such settlement.

Indemnification of the Trustee. (a) The Servicer agrees to Trust shall indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder other than (i) any loss, liability or expense related to the Servicer’s such Indemnified Person's failure to perform its such Indemnified Person's duties in strict compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or and (ii) any loss, liability or expense incurred by reason of the Servicer’s such Indemnified Person'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), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreement. (b) The Depositor Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant referred to Section 7.03(a)in Subsection (a) above.

Indemnification of the Trustee. (a) The Each Master Servicer agrees to the extent described in Section 7.03(b) to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense incurred on their part, arising out of, or in connection with, this Agreement, including the costs and expenses (including reasonable legal fees and disbursements expenses) of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, defending themselves against any such claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder other than (i) any loss, liability or expense related to the Servicer’s its 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) or Agreement and (ii) any loss, liability or expense incurred by reason of the Servicer’s such Person'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, provided that with respect to any such claim or legal action (or pending or threatened claim or legal action)claim, the Indemnified Person Trustee shall have given the each Master Servicer and the Depositor Seller written notice thereof promptly after the Indemnified Person Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreement. (b) The Depositor Only the NAMC Master Servicer will indemnify any Indemnified Person for any loss, liability or expense which primarily relates to the servicing or administration of the NAMC Mortgage Loans. Only the PHH Master Servicer will indemnify any Indemnified Person for any loss, liability for expense which primarily relates to the servicing or administration of the PHH Mortgage Loans. The Seller will indemnify any Indemnified Person for any other loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant referred to Section 7.03(a)in this paragraph.

Indemnification of the Trustee. (a) The Each Master Servicer agrees to the extent described in Section 7.03(b) to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including costs of defense and reasonable legal fees and disbursements of counselfees) incurred on their part that may be sustained in connection withpart, arising out of, or relating toin connection with, any claim or legal action this Agreement, including the costs and expenses (including reasonable legal fees and expenses) of defending themselves against any pending or threatened such claim or legal action) relating to this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder other than (i) any loss, liability or expense related to the Servicer’s its 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) or Agreement and (ii) any loss, liability or expense incurred by reason of the Servicer’s such Person'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, provided that with respect to any such claim or legal action (or pending or threatened claim or legal action)claim, the Indemnified Person Trustee shall have given the each Master Servicer and the Depositor Seller written notice thereof promptly after the Indemnified Person Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreement. (b) The Depositor Only the CMC Master Servicer will indemnify any Indemnified Person for any loss, liability or expense which primarily relates to the servicing or administration of the CMC Mortgage Loans. Only the IndyMac Master Servicer will indemnify any Indemnified Person for any loss, liability for expense which primarily relates to the servicing or administration of the IndyMac Mortgage Loans. The Seller will indemnify any Indemnified Person for any other loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant referred to Section 7.03(a).in this paragraph. 106

Indemnification of the Trustee. the Master Servicer and the Securities Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 Servicing Agreements, the Assignment Agreements or the Certificates or the powers of attorney delivered by the 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) 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), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after a Responsible Officer of the Indemnified Person Trustee shall have with respect to such claim or legal action actual knowledge thereof. The Trustee’s 's failure to give any such notice shall not affect the Indemnified Person’s Trustee's right to indemnification hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Trustee Securities Administrator and the termination of this Agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense (including reasonable legal fees and disbursements of counsel) of any Indemnified Person not otherwise covered by the Master Servicer’s 's indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Parent and the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this trust agreement (collectively, the "Indemnified Persons forParties") against all claims, losses, damages, costs, penalties, fines and to hold them harmless against, any loss, liability or expense reasonable expenses (including reasonable expenses of the Trustee's legal fees and disbursements of counsel) incurred which, without fraud, negligence, wilful misconduct or bad faith on their the part that of such Indemnified Party, may be sustained paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in connection with, arising out ofthis trust agreement, or relating to, any written or oral instructions delivered to the Trustee by the Parent or the Corporation pursuant hereto. In no case shall the Parent or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or legal action (including any pending suffered by reason of or threatened claim as a result of the fraud, negligence, wilful misconduct or legal action) relating to this Agreement or bad faith of an Indemnified Party and unless the Certificates or Parent and the powers of attorney delivered Corporation shall be notified by the Trustee hereunder of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii), below, the Parent and the Corporation shall be entitled to participate at their own expense in the defense and, if the Parent and the Corporation so elect at any time after receipt of such notice, any of them may assume the defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) related the employment of such counsel has been authorized by the Parent or the Corporation, such authorization not to the 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) unreasonably withheld; or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and the Parent or legal action (or pending or threatened claim or legal action), the Indemnified Person Corporation the Trustee shall have given been advised by counsel acceptable to the Servicer Parent or the Corporation that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to the Parent and the Depositor written notice thereof promptly after Corporation and that an actual or potential conflict of interest exists (in which case the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice Parent and the Corporation shall not affect have the Indemnified Person’s right to assume the defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). Such indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreementtrust agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Parent and Purchaser jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Parent or Purchaser pursuant hereto. Parent or Purchaser shall not be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent and Purchaser shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such losswritten assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim, liability or expense but Parent and Purchaser shall not be liable only to the extent that a delay in such notification by the Trustee prejudices the claim. Subject to (ii) below, Parent and Purchaser shall be otherwise reimbursable pursuant entitled to this Agreementparticipate at their own expense in the defense and, if Parent and Purchaser so elect at any time after receipt of such notice, either of them may assume the defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Parent or Purchaser; or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and Parent or legal action (or pending or threatened claim or legal action), Purchaser and the Indemnified Person Trustee shall have given been advised by counsel acceptable to Parent or Purchaser that there may be one or more legal defenses available to the Servicer Trustee that are different from or in addition to those available to Parent or Purchaser and that, in the Depositor written notice thereof promptly after the Indemnified Person shall have with respect judgment of such counsel, would present a conflict of interest were a joint representation to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice be undertaken (in which case Parent and Purchaser shall not affect have the Indemnified Person’s right to indemnification hereunder, except assume the defense of such suit on behalf of the Trustee but shall be liable to pay the extent reasonable fees and expenses of counsel for the Servicer is materially prejudiced by such failure to give noticeTrustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Servicer or the Trustee and the termination of this AgreementTrustee. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. the Custodian and the Securities Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the 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) 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), the Indemnified Person shall have given the Master Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have have, with respect to such claim or legal action action, knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer Trustee, the Master Servicer, the Custodian or the Trustee Securities Administrator and the termination of this Agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Master Servicer’s 's indemnification pursuant to Subsection (a) above. (c) The Securities Administrator agrees to indemnify the Indemnified Persons (other than the Securities Administrator) for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part (i) in connection with, arising out of, or relating to the Securities Administrator's failure to prepare 110 and file a Form 10-K in accordance with Section 7.03(a3.18, (ii) by reason of the Securities Administrator's willful misfeasance, bad faith or gross negligence in the performance of its obligations pursuant to Section 3.18 or (iii) by reason of the Securities Administrator's reckless disregard of its obligations pursuant to Section 3.18 (including, without limitation, in respect of any powers of attorney furnished to the Securities Administrator), 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 Securities Administrator written notice thereof promptly after such Indemnified Person shall have knowledge with respect to such claim or legal action. The Indemnified Person's failure to give such notice shall not affect the Indemnified Person's right to indemnification hereunder. This indemnity shall survive the resignation or removal of the Trustee, the Master Servicer or the Securities Administrator and the termination of this Agreement.

Indemnification of the Trustee. (a) The Servicer agrees Sonic and the Corporation jointly and ------------------------------ severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Trustee by Sonic or the Corporation pursuant hereto. In no case shall Sonic or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Sonic and the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such losswritten assertion of a claim or shall has been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii), liability or expense below, Sonic and the Corporation shall be otherwise reimbursable pursuant entitled to this Agreementparticipate at their own expense in the defense and, if Sonic or the Corporation so elect at any time after receipt of such notice, either of them may assume the defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Sonic or the Corporation or (ii) incurred by reason of the 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 named parties to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or suit include both the Trustee and Sonic or the termination Corporation and the Trustee shall have been advised by counsel acceptable to Sonic or the Corporation that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to Sonic or the Corporation and that an actual or potential conflict of this Agreement. interest exists (b) The Depositor will indemnify any Indemnified Person in which case Sonic and the Corporation shall not have the right to assume the defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(aTrustee).

Indemnification of the Trustee. (a) The Servicer agrees Pure and Pure Exchangeco jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Pure or Pure Exchangeco pursuant hereto. In no case shall Pure or Pure Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Pure and Pure Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties promptly after any of the Indemnified Parties shall have received any such loss, liability written assertion of a claim or expense shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below. Pure and Pure Exchangeco shall be otherwise reimbursable pursuant entitled to this Agreementparticipate at their own expense in the defence and, if Pure and Pure Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Pure or Pure Exchangeco; or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and Pure or legal action (or pending or threatened claim or legal action), Pure Exchangeco and the Indemnified Person Trustee shall have given been advised by counsel acceptable to Pure or Pure Exchangeco that there may be one or more legal defences available to the Servicer Trustee that are different from or in addition to those available to Pure or Pure Exchangeco and that, in the Depositor written notice thereof promptly after the Indemnified Person shall have with respect judgment of such counsel, would present a conflict of interest were a joint representation to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice be undertaken (in which case Pure and Pure Exchangeco shall not affect have the Indemnified Person’s right to indemnification hereunder, except assume the defence of such suit on behalf of the Trustee but shall be liable to pay the extent reasonable fees and expenses of counsel for the Servicer is materially prejudiced by such failure to give noticeTrustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Servicer or the Trustee and the termination of this AgreementTrustee. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Parent and the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this trust agreement (collectively, the "Indemnified Persons forParties") against all claims, losses, damages, costs, penalties, fines and to hold them harmless against, any loss, liability or expense reasonable expenses (including reasonable expenses of the Trustee's legal fees and disbursements of counsel) incurred which, without fraud, negligence, wilful misconduct or bad faith on their the part that of such Indemnified Party, may be sustained paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in connection with, arising out ofthis trust agreement, or relating to, any written or oral instructions (when confirmed in writing) delivered to the Trustee by the Parent or the Corporation pursuant hereto. In no case shall the Parent or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or legal action (including any pending suffered by reason of or threatened claim as a result of the fraud, negligence, wilful misconduct or legal action) relating to this Agreement or bad faith of an Indemnified Party and unless the Certificates or Parent and the powers of attorney delivered Corporation shall be notified by the Trustee hereunder of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii), below, the Parent and the Corporation shall be entitled to participate at their own expense in the defence and, if the Parent or the Corporation so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) related the employment of such counsel has been authorized by the Parent or the Corporation, such authorization not to the 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) unreasonably withheld; or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and the Parent or legal action (or pending or threatened claim or legal action), the Indemnified Person Corporation and the Trustee shall have given been advised by counsel acceptable to the Servicer Parent or the Corporation that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Parent or the Corporation and that an actual or potential conflict of interest exists (in which case the Parent and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice Corporation shall not affect have the Indemnified Person’s right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). Such indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreementtrust agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Parent, Purchaser and the Shareholders jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, partners, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Trustee by the Parent or Purchaser pursuant hereto. Subject to (ii), below, the Parent and Purchaser shall be entitled to participate at their own expense in the defence and, if the Parent and Purchaser so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such lossclaim. In the event the Parent and/or Purchaser assume the defence of the Trustee, liability or expense no settlement of any claim shall be otherwise reimbursable pursuant entered into without the prior approval of the Trustee; and the Trustee shall have the right to this Agreementre-assume the defence of any suit if the Parent or Purchaser fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by the Parent or Purchaser; or (ii) incurred by reason of the 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 named parties to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or suit include both the Trustee and the termination Parent; or (iii) Purchaser and the Trustee shall have been advised by counsel acceptable to the Parent or Purchaser that there may be one or more legal defences available to the Trustee which are different from or in addition to those available to the Parent or Purchaser (in which case Purchaser shall not have the right to assume the defence of this Agreement. (b) The Depositor will indemnify any Indemnified Person such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(aTrustee).

Indemnification of the Trustee. (a1) The Servicer agrees Abgenix and the Company jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Abgenix or the Company pursuant hereto. (2) In no case shall Abgenix or the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless Abgenix and the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such losswritten assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, liability or expense Abgenix and the Company shall be otherwise reimbursable pursuant entitled to this Agreementparticipate at their own expense in the defence and, if Abgenix and the Company so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Abgenix or the Company (such authorization not to be unreasonably withheld); or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and Abgenix or legal action (or pending or threatened claim or legal action), the Indemnified Person Company and the Trustee shall have given been advised by counsel acceptable to Abgenix or the Servicer Company that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Abgenix or the Company and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Abgenix and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice Company shall not affect have the Indemnified Person’s right to indemnification hereunder, except assume the defence of such suit on behalf of the Trustee but shall be liable to pay the extent reasonable fees and expenses of counsel for the Servicer is materially prejudiced by such failure to give noticeTrustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Servicer or the Trustee and the termination of this AgreementTrustee. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Parent, Purchaser and the Shareholders jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, partners, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Trustee by the Parent or Mergeco pursuant hereto. Subject to (ii), below, the Parent and Mergeco shall be entitled to participate at their own expense in the defence and, if the Parent and Mergeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such lossclaim. In the event the Parent and/or Mergeco assume the defence of the Trustee, liability or expense no settlement of any claim shall be otherwise reimbursable pursuant entered into without the prior approval of the Trustee; and the Trustee shall have the right to this Agreementre-assume the defence of any suit if the Parent or Mergeco fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by the Parent or Mergeco; or (ii) incurred by reason of the 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 named parties to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or suit include both the Trustee and the termination Parent; or (iii) Mergeco and the Trustee shall have been advised by counsel acceptable to the Parent or Mergeco that there may be one or more legal defences available to the Trustee which are different from or in addition to those available to the Parent or Mergeco (in which case Mergeco shall not have the right to assume the defence of this Agreement. (b) The Depositor will indemnify any Indemnified Person such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(aTrustee).

Indemnification of the Trustee. (a) The Servicer agrees ParentCo and the Corporation jointly and severally agree to indemnify and hold harmless the Indemnified Persons forTrustee, and to hold them harmless againsteach of its directors, any lossofficers, liability or expense employees and agents appointed and acting in accordance with this agreement (for whom it is expressly agreed that the Trustee is holding the benefit of this indemnity and rights of enforcement thereof in trust) (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal fees and disbursements of counsel) incurred which, without fraud, negligence, wilful misconduct or bad faith on their the part that of such Indemnified Party, may be sustained paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with and completion of its duties set forth in connection with, arising out ofthis agreement, or relating to, any written or oral instructions delivered to the Trustee by ParentCo or the Corporation pursuant hereto. In no case shall ParentCo or the Corporation be liable under this indemnity for any claim or legal action (including against any pending or threatened claim or legal action) relating to this Agreement or of the Certificates or Indemnified Parties unless ParentCo and the powers of attorney delivered Corporation shall be notified by the Trustee hereunder (i) related of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the 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) or (ii) incurred by reason nature and basis of the Servicer’s willful misfeasance, bad faith claim and such failure prejudices the ability of the ParentCo 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 Corporation to respond to any such claim or legal action action. Subject to (i) below, ParentCo and the Corporation shall be entitled to participate at their own expense in the defense and, if ParentCo or pending or threatened claim or legal action)the Corporation so elect at any time after receipt of such notice, either of them may assume the Indemnified Person defense of any suit brought to enforce any such claim. The Trustee shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect right to such claim or legal action knowledge thereof. The Trustee’s failure to give employ separate counsel in any such notice suit and participate in the defense thereof, but the fees and expenses of such counsel shall not affect be at the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal expense of the Servicer Trustee unless: (i) the employment of such counsel has been authorized by ParentCo or the Corporation, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and ParentCo or the termination Corporation and the Trustee shall have been advised by counsel acceptable to ParentCo or the Corporation that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to ParentCo or the Corporation and that an actual or potential conflict of this Agreement. interest exists (b) The Depositor will indemnify any Indemnified Person in which case ParentCo and the Corporation shall not have the right to assume the defense of such suit on behalf of the Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(aTrustee).

Indemnification of the Trustee. the Custodian and the Securities Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the 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) 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), the Indemnified Person shall have given the Master Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have have, with respect to such claim or legal action action, knowledge thereof. The Trustee’s Indemnified Person's failure to give any such notice shall not affect the Indemnified Person’s 's right to indemnification hereunder, except to the extent that the Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer Trustee, the Master Servicer, the Custodian or the Trustee Securities Administrator and the termination of this Agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Master Servicer’s 's indemnification pursuant to Subsection (a) above. (c) The Securities Administrator agrees to indemnify the Indemnified Persons (other than the Securities Administrator) for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part (i) in connection with, arising out of, or relating to the Securities Administrator's failure to prepare and file a Form 10-K in accordance with Section 7.03(a3.18, (ii) by reason of the Securities Administrator's willful misfeasance, bad faith or gross negligence in the performance of its obligations pursuant to Section 3.18 or (iii) by reason of the Securities Administrator's reckless disregard of its obligations pursuant to Section 3.18 (including, without limitation, in respect of any powers of attorney furnished to the Securities Administrator), 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 Securities Administrator written notice thereof promptly after such Indemnified Person shall have knowledge with respect to such claim or legal action. The Indemnified Person's failure to give such notice shall not affect the Indemnified Person's right to indemnification hereunder. This indemnity shall survive the resignation or removal of the Trustee, the Master Servicer or the Securities Administrator and the termination of this Agreement.

Indemnification of the Trustee. (a) The Servicer agrees Molycorp, Callco and Exchangeco jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, employees and agents appointed and acting in compliance accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without bad faith, fraud, gross negligence, recklessness or wilful misconduct on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Molycorp, Callco or Exchangeco pursuant hereto. (b) The Trustee shall promptly notify Molycorp, Callco and Exchangeco of a claim or of any action commenced against any Indemnified Parties promptly after the Trustee or any of the Indemnified Parties shall have received written assertion of such a claim or action or have been served with a summons or other first legal process giving information as to the nature and basis of the claim or action; provided, however, that the omission to so notify Molycorp, Callco or Exchangeco shall not relieve Molycorp, Callco or Exchangeco of any liability which any of them may have to any Indemnified Party except as to the extent that any such lossdelay prejudices the defence of any such claim or action or results in any increase in the liability which Molycorp, liability Callco or expense Exchangeco have under this indemnity. Subject to (ii) below, Molycorp, Callco and Exchangeco shall be otherwise reimbursable pursuant entitled to this Agreementparticipate at their own expense in the defence and, if Molycorp, Callco and Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless (i) the employment of such counsel has been authorized by Molycorp, Callco or Exchangeco or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and Molycorp, Callco or legal action (or pending or threatened claim or legal action), Exchangeco and the Indemnified Person Trustee shall have given been advised by counsel acceptable to Molycorp, Callco and Exchangeco that there may be one or more legal defences available to the Servicer Trustee that are different from or in addition to those available to Molycorp, Callco or Exchangeco and that, in the Depositor written notice thereof promptly after the Indemnified Person shall have with respect judgement of such counsel, would present a conflict of interest were a joint representation to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice be undertaken (in which case Molycorp, Callco and Exchangeco shall not affect have the Indemnified Person’s right to indemnification hereunder, except assume the defence of such suit on behalf of the Trustee but shall be liable to pay the extent reasonable fees and expenses of counsel for the Servicer is materially prejudiced by such failure to give noticeTrustee). This indemnity shall survive the termination of the Trust and the resignation or removal of the Servicer or the Trustee and the termination of this AgreementTrustee. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. the Master Servicer and the Securities Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 GreenPoint Servicing Agreement, the Assignment Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder (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) 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), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after the Indemnified Person Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give deliver any such notice shall not affect the Indemnified PersonTrustee’s right to indemnification hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Trustee Securities Administrator and the termination of this Agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Master Servicer’s indemnification pursuant to Section 7.03(a)) above.

Indemnification of the Trustee. THE DELAWARE TRUSTEE, THE DEPOSITOR, THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR. (a) The Master Servicer agrees to indemnify the Indemnified Persons 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 or the Certificates or the powers of attorney delivered by the 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) 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), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after the Indemnified Person Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee’s 's failure to give any such notice shall not affect the Indemnified Person’s 's right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Trustee Securities Administrator and the termination of this Agreement. (b) The Depositor Trust will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered indemnified by the Servicer’s indemnification Master Servicer that is referred to in Subsection (a) above. (c) The Securities Administrator agrees to indemnify the Indemnified Persons (other than the Securities Administrator) 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 Securities Administrator's failure to file a Form 10-K in accordance with Section 3.18 (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement), (ii) by reason of the Securities Administrator's willful misfeasance, bad faith or gross negligence in the performance of its obligations pursuant to Section 7.03(a3.18 or (iii) by reason of the Securities Administrator's reckless disregard of such obligations pursuant to Section 3.18, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee shall have given the Securities Administrator written notice thereof promptly after the Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee's failure to give such notice shall not affect the Indemnified Person's right to indemnification hereunder. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Securities Administrator and the termination of this Agreement.

Indemnification of the Trustee. The Parent, Holdco and the Company jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Trust Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable and necessary expenses (including reasonable and necessary expenses of the Trustee's legal counsel) which, without fraud, negligence, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Trust Agreement, or any written or oral instructions delivered to the Trustee by the Parent, Holdco or the Company pursuant hereto. In no case shall the Parent, Holdco or the Company be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, gross negligence, wilful misconduct or bad faith of an Indemnified Party and unless the Parent, Holdco and the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to Section 9.1(b), below, the Parent, Holdco and the Company shall be entitled to participate at their own expense in the defence and, if the Parent, Holdco or the Company so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (a) The Servicer agrees to indemnify the Indemnified Persons foremployment of such counsel has been authorized by the Parent, and to hold them harmless against, any loss, liability or expense (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 Holdco or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related Company, such authorization not to the 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) unreasonably withheld; or (iib) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and the Parent, Holdco or legal action (or pending or threatened claim or legal action), the Indemnified Person Company and the Trustee shall have given been advised in writing by counsel acceptable to the Servicer Parent, Holdco or the Company that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Parent, Holdco or the Company and that an actual or potential conflict of interest exists (in which case the Parent, Holdco and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice Company shall not affect have the Indemnified Person’s right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). Such indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Trust Agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Parent and Company jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the "INDEMNIFIED PARTIES") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance or intended compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Trustee by Parent or Company pursuant hereto. In no case shall Parent or Company be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent and Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such losswritten assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clauses (ii) and (iii) below, liability or expense Parent and Company shall be otherwise reimbursable pursuant entitled to this Agreementparticipate at their own expense in the defence and, if Parent or Company so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Parent or Company; (ii) the named parties to any such suit include both the Trustee and Parent or Company and the Trustee shall have been advised by counsel acceptable to Parent or Company that there may be one or more legal defences available to the Trustee which are different from or in addition to those available to Parent or Company; or (iii) neither Parent nor Company are named as parties to any such suit (in which case (i.e. (ii) or (iiiii)) incurred by reason Parent and Company shall not have the right to assume the defence of such suit on behalf of the Servicer’s willful misfeasance, bad faith or gross negligence in Trustee but shall be liable to pay the performance reasonable fees and expenses 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 actioncounsel for the Trustee), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity indemnities contained in this Section 8.1 shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreementthe trusts hereby created. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Parent and the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, partners, employees and agents appointed and acting in accordance with this agreement (collectively, the "Indemnified Persons forParties") against all claims, losses, damages, costs, penalties, fines and to hold them harmless against, any loss, liability or expense reasonable expenses (including reasonable expenses of the Trustee's legal fees and disbursements of counsel) incurred which, without fraud, negligence, wilful misconduct or bad faith on their the part that of such Indemnified Party, may be sustained paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in connection with, arising out ofthis agreement, or relating to, any written or oral instructions (when confirmed in writing) delivered to the Trustee by the Parent or the Corporation pursuant hereto. In no case shall the Parent or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or legal action (including any pending suffered by reason of or threatened claim as a result of the fraud, negligence, wilful misconduct or legal action) relating to this Agreement or bad faith of an Indemnified Party and unless the Certificates or Parent and the powers of attorney delivered Corporation shall be notified by the Trustee hereunder of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii), below, the Parent and the Corporation shall be entitled to participate at their own expense in the defence and, if the Parent or the Corporation so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) related the employment of such counsel has been authorized by the Parent or the Corporation, such authorization not to the 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) unreasonably withheld; or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and the Parent or legal action (or pending or threatened claim or legal action), the Indemnified Person Corporation and the Trustee shall have given been advised by counsel acceptable to the Servicer Parent or the Corporation that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Parent or the Corporation and that an actual or potential conflict of interest exists (in which case the Parent and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice Corporation shall not affect have the Indemnified Person’s right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). Such indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreementagreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Parent, Purchaser and the Shareholders jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, partners, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the “Indemnified Parties”) against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Trustee by the Parent or the Purchaser pursuant hereto. Subject to (ii), below, the Parent and the Purchaser shall be entitled to participate at their own expense in the defence and, if the Parent and the Purchaser so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such lossclaim. In the event the Parent and/or the Purchaser assume the defence of the Trustee, liability or expense no settlement of any claim shall be otherwise reimbursable pursuant entered into without the prior approval of the Trustee; and the Trustee shall have the right to this Agreementre-assume the defence of any suit if the Parent or Purchaser fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by the Parent or the Purchaser; or (ii) incurred by reason of the 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 named parties to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or suit include both the Trustee and the termination Parent; or (iii) the Purchaser and the Trustee shall have been advised by counsel acceptable to the Parent or the Purchaser that there may be one or more legal defences available to the Trustee which are different from or in addition to those available to the Parent or the Purchaser (in which case the Purchaser shall not have the right to assume the defence of this Agreement. (b) The Depositor will indemnify any Indemnified Person such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(aTrustee).

Indemnification of the Trustee. (a) The Servicer Each Lessee agrees to indemnify and hold harmless the Indemnified Persons forTrustee and the Trustee's officers, directors, agents and employees against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to hold them harmless against, or in any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, way arising out of, : (i) any acts or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating omissions of such Lessee pursuant to this Agreement and (ii) the Trustee's appointment under the Indenture and the Trustee's performance of its obligations thereunder, or any document pertaining to any of the Certificates foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the powers defense of attorney delivered any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee's or such Indemnified Person's gross negligence or willful misconduct [and a Lessee's indemnification obligation under clause (ii) above shall be limited to such Lessee's Pro Rata Share of the aggregate amount required to be paid by the Lessee's thereunder]. Any such indemnification shall not be payable from the assets of RCFC. The provisions of this indemnity shall run directly to and be enforceable by the Trustee hereunder (i) related or any other Indemnified Person subject to the Servicer’s failure limitations hereof. The indemnification provided for in this Section 15.2 shall be in addition to perform its any other indemnities available to the Trustee and shall survive the termination of the duties in compliance with of the Lessees hereunder and the termination of this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant a document to this Agreement) which the Trustee is a signatory or (ii) incurred by reason of the 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), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this AgreementTrustee. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Parent and Purchaser jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, partners, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Trustee by the Parent or the Purchaser pursuant hereto. Subject to (ii), below, the Parent and the Purchaser shall be entitled to participate at their own expense in the defence and, if the Parent and the Purchaser so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such lossclaim. In the event the Parent and/or the Purchaser assume the defence of the Trustee, liability or expense no settlement of any claim shall be otherwise reimbursable pursuant entered into without the prior approval of the Trustee; and the Trustee shall have the right to this Agreementre-assume the defence of any suit if the Parent or Purchaser fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by the Parent or the Purchaser; or (ii) incurred by reason of the 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 named parties to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or suit include both the Trustee and the termination Parent; or (iii) the Purchaser and the Trustee shall have been advised by counsel acceptable to the Parent or the Purchaser that there may be one or more legal defences available to the Trustee which are different from or in addition to those available to the Parent or the Purchaser (in which case the Purchaser shall not have the right to assume the defence of this Agreement. (b) The Depositor will indemnify any Indemnified Person such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(aTrustee).

Indemnification of the Trustee. (a) The Servicer agrees Parent, Purchaser and the Shareholders jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, partners, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Trustee by the Parent or the Purchaser pursuant hereto. Subject to (ii), below, the Parent and the Purchaser shall be entitled to participate at their own expense in the defence and, if the Parent and the Purchaser so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such lossclaim. In the event the Parent and/or the Purchaser assume the defence of the Trustee, liability or expense no settlement of any claim shall be otherwise reimbursable pursuant entered into without the prior approval of the Trustee; and the Trustee shall have the right to this Agreementre-assume the defence of any suit if the Parent or Purchaser fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by the Parent or the Purchaser; or (ii) incurred by reason of the 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 named parties to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or suit include both the Trustee and the termination Parent; or (iii) the Purchaser and the Trustee shall have been advised by counsel acceptable to the Parent or the Purchaser that there may be. one or more legal defences available to the Trustee which are different from or in addition to those available to the Parent or the Purchaser (in which case the Purchaser shall not have the right to assume the defence of this Agreement. (b) The Depositor will indemnify any Indemnified Person such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(aTrustee).

Indemnification of the Trustee. the Master Servicer and the Securities Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 Servicing Agreements, the Assignment Agreements or the Certificates or the powers of attorney delivered by the 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) 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), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after the Indemnified Person Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee’s 's failure to give deliver any such notice shall not affect the Indemnified Person’s Trustee's right to indemnification hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Trustee Securities Administrator and the termination of this Agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Master Servicer’s 's indemnification pursuant to Section 7.03(a)(a) above.

Indemnification of the Trustee. The Trustee (ain its individual capacity and in its capacity as trustee hereunder) The Servicer agrees and its directors, officers, employees and agents shall be entitled to indemnify indemnification from the Indemnified Persons for, and to hold them harmless against, Trust Fund for any loss, liability or expense (including the reasonable legal fees compensation and the expenses and disbursements of its agents or counsel) ), incurred without negligence or willful misconduct on their part that may be sustained in connection withpart, arising out of, or relating toin connection with, the acceptance or administration of the trusts created hereunder or under the Purchase Agreements, the Servicing Agreement, Acknowledgements or the Custodial Agreement or in connection with the performance of their duties hereunder or thereunder including the costs and expenses of defending themselves against any claim in connection with the exercise or legal action (including performance of any pending of their powers or threatened claim duties hereunder or legal action) relating to this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder thereunder, provided that: (i) related to the 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) or (ii) incurred by reason of the 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)claim, the Indemnified Person Trustee shall have given the Servicer Depositor and the Depositor Certificate Insurer written notice thereof promptly after the Indemnified Person Trustee shall have knowledge thereof; (ii) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with respect the Certificate Insurer or, if a Certificate Insurer Default has occurred and is continuing or all amounts owed to the Class A Certificates and any amounts owed to the Certificate Insurer pursuant to the Insurance Agreement have been paid in full, the Depositor, in preparing such defense; and (iii) notwithstanding anything to the contrary in this Section 6.11, the Trust Fund shall not be liable for settlement of any such claim by the Trustee entered into without the prior consent of the Certificate Insurer or, if a Certificate Insurer Default has occurred and is continuing or legal action knowledge thereofall amounts owed to the Class A Certificates and any amounts owed to the Certificate Insurer pursuant to the Insurance Agreement have been paid in full, the Depositor, which consent shall not be unreasonably withheld. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity provisions of this Section 6.11 shall survive any termination of this Agreement and the resignation or removal of the Servicer Trustee or the Trustee Custodian and the termination of this Agreement. (b) The Depositor will indemnify any Indemnified Person for shall be construed to include, but not be limited to any loss, liability or expense of under any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a)environmental law.

Indemnification of the Trustee. (a) The Servicer agrees Trust and AcquisitionCo jointly and severally agree to indemnify and hold harmless the Indemnified Persons forTrustee and each of its directors, officers, employees, shareholders and agents, and to hold them harmless againstall of their successors and assigns, any loss, liability or expense (including reasonable legal fees appointed and disbursements of counsel) incurred on their part that may be sustained acting 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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform its duties in compliance accordance with this Agreement (except collectively, the "Indemnified Parties") in respect of: (a) any liability and all costs, charges and expenses sustained or incurred in respect of any action, suit or proceeding that is proposed or commenced against the Trustee or against such directors, officers, employees, shareholders or agents, as the case may be, for or in respect of any act, omission or error in respect of the Trustee's acceptance or administration of the trust and the Trustee's execution of all duties and responsibilities and exercise of all powers and authorities pertaining thereto; (b) all other costs, charges, taxes, penalties and interest in respect of unpaid taxes; and (c) all other expenses and liabilities sustained or incurred by the Trustee in respect of the administration or termination of the trust; unless any of the foregoing arise out of the gross negligence, wilful misconduct or fraud of the Trustee or any of its directors, officers, employees, shareholders or agents, in which case the provisions of this Section 8.1 shall not apply. In no case shall the Trust or AcquisitionCo be liable under this indemnity for any claim against any of the Indemnified Parties unless the Trust and AcquisitionCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such losswritten assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, liability or expense the Trust and AcquisitionCo shall be otherwise reimbursable pursuant entitled to this Agreementparticipate at their own expense in the defence and, if the Trust and AcquisitionCo so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by the Trust or AcquisitionCo; or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and the Trust or legal action (or pending or threatened claim or legal action), AcquisitionCo and the Indemnified Person Trustee shall have given been advised by counsel acceptable to the Servicer Trust or AcquisitionCo that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Trust or AcquisitionCo and that, in the Depositor written notice thereof promptly after judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice Trust and AcquisitionCo shall not affect have the Indemnified Person’s right to indemnification hereunder, except assume the defence of such suit on behalf of the Trustee but shall be liable to pay the extent reasonable fees and expenses of counsel for the Servicer is materially prejudiced by such failure to give noticeTrustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Servicer or the Trustee and the termination of this Agreementthe Trust. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. the Master Servicer and the Securities Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 Servicing Agreements, the Assignment Agreements or the Certificates or the powers of attorney delivered by the Trustee hereunder (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) 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), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after a Responsible Officer of the Indemnified Person Trustee shall have with respect to such claim or legal action actual knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified PersonTrustee’s right to indemnification hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Trustee Securities Administrator and the termination of this Agreement. (b) The Depositor Trust Fund will indemnify any Indemnified Person for any loss, liability or expense (including reasonable legal fees and disbursements of counsel) of any Indemnified Person not otherwise covered by the Master Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Parent and the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this trust agreement (collectively, the "Indemnified Persons forParties") against all claims, losses, damages, costs, penalties, fines and to hold them harmless against, any loss, liability or expense reasonable expenses (including reasonable expenses of the Trustee's legal fees and disbursements of counsel) incurred which, without fraud, gross negligence, wilful misconduct or bad faith on their the part that of such Indemnified Party, may be sustained paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in connection with, arising out ofthis trust agreement, or relating to, any written or oral instructions delivered to the Trustee by the Parent or the Corporation pursuant hereto. In no case shall the Parent or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or legal action (including any pending suffered by reason of or threatened claim as a result of the fraud, 45 -45- gross negligence, wilful misconduct or legal action) relating to this Agreement or bad faith of an Indemnified Party and unless the Certificates or Parent and the powers of attorney delivered Corporation shall be notified by the Trustee hereunder of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii), below, the Parent and the Corporation shall be entitled to participate at their own expense in the defense and, if the Parent or the Corporation so elect at any time after receipt of such notice, any of them may assume the defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) related the employment of such counsel has been authorized by the Parent or the Corporation, such authorization not to the 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) unreasonably withheld; or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and the Parent or legal action (or pending or threatened claim or legal action), the Indemnified Person Corporation and the Trustee shall have given been advised by counsel acceptable to the Servicer Parent or the Corporation that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to the Parent or the Corporation and that an actual or potential conflict of interest exists (in which case the Parent and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice Corporation shall not affect have the Indemnified Person’s right to assume the defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). Such indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreementtrust agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a1) The Servicer agrees In addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, United Royale and Canco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees, affiliates and agents appointed and acting in accordance with this agreement (collectively, the “Indemnified Persons forParties”, and to hold them harmless againsteach an “Indemnified Party”) from and against all claims, any losslosses (other than loss of profits), liability or expense damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal fees counsel on a solicitor and disbursements client basis, and costs and expenses incurred in connection with the enforcement of counselthis indemnity) incurred which, without fraud, gross negligence, wilful misconduct or bad faith on their the part that of such Indemnified Party or a material breach of any provision hereof, may be sustained paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in connection with, arising out ofthis agreement, or relating any written or oral instruction delivered to the Trustee by United Royale or Canco pursuant hereto. In no event shall United Royale or Canco be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether United Royale or Canco have been advised of the likelihood of such loss or damage and regardless of the form of action. (2) In no case shall United Royale or Canco be liable under this indemnity for any claim or legal action (including against any pending or threatened claim or legal action) relating to this Agreement or of the Certificates or the powers of attorney delivered Indemnified Parties unless United Royale and Canco shall be notified by the Trustee hereunder of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, United Royale and Canco shall be entitled to participate at their own expense in the defence and, if United Royale and Canco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) related to the Servicer’s failure to perform its duties in compliance with this Agreement (except as any employment of such losscounsel has been authorized by United Royale or Canco, liability or expense shall be otherwise reimbursable pursuant to this Agreement) each acting reasonably; or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and United Royale or legal action (or pending or threatened claim or legal action), Canco and the Indemnified Person Trustee shall have given been advised by counsel acceptable to United Royale or Canco that there may be one or more legal defences available to the Servicer Trustee that are different from or in addition to those available to United Royale or Canco and that, in the Depositor written notice thereof promptly after the Indemnified Person shall have with respect judgement of such counsel, would present a conflict of interest were a joint representation to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice be undertaken (in which case United Royale and Canco shall not affect have the Indemnified Person’s right to indemnification hereunder, except assume the defence of such suit on behalf of the Trustee but shall be liable to pay the extent reasonable fees and expenses of counsel for the Servicer is materially prejudiced by such failure to give notice. This Trustee). (3) The indemnity set out in this Section 8.1 shall survive the termination of the Trust and the resignation or removal of the Servicer or the Trustee and the termination of this AgreementTrustee. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the 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) or (ii) incurred by reason of the 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), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s 's failure to give any such notice shall not affect the Indemnified Person’s 's right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreement. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer Lessee agrees to indemnify and hold harmless the Indemnified Persons forTrustee and the Trustee's officers, directors, agents and employees against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to hold them harmless against, or in any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, way arising out of, : (i) any acts or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating omissions of the Lessee pursuant to this Agreement and (ii) the Trustee's appointment under the Indenture and the Trustee's performance of its obligations thereunder, or any document pertaining to any of the Certificates foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the powers defense of attorney delivered any actual or threatened action, proceeding or claim; provided, however, the Lessee shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2 to the extent such claim, demand, liability, cost or expense arises out of or is due solely to the Trustee's or such Indemnified Person's gross negligence or willful misconduct. Any such indemnification shall not be payable from the assets of Thrifty Finance. The provisions of this indemnity shall run directly to and be enforceable by the Trustee hereunder (i) related or any other Indemnified Person subject to the Servicer’s failure limitations hereof. The indemnification provided for in this Section 15.2 shall be in addition to perform its any other indemnities available to the Trustee and shall survive the termination of the duties in compliance with of the Lessee hereunder and the termination of this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant a document to this Agreement) which the Trustee is a signatory or (ii) incurred by reason of the 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), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this AgreementTrustee. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. the Master Servicer and the Securities Administrator. Indemnification of the Trustee, the Master Servicer and the Securities Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the 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) 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), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor Seller written notice thereof promptly after the Indemnified Person Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Trustee Securities Administrator and the termination of this Agreement. (b) The Depositor Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant referred to Section 7.03(a)in Subsection (a) above.

Indemnification of the Trustee. (a) The Servicer agrees Parent and Company jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers and agents appointed and acting in compliance accordance with this Agreement (except collectively, the "INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Parent or Company pursuant hereto. In no case shall Parent or Company be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent and Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such losswritten assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, liability or expense Parent and Company shall be otherwise reimbursable pursuant entitled to this Agreementparticipate at their own expense in the defence and, if Parent and Company so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Parent or Company; or (ii) incurred by reason of the 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 named parties to any such claim suit include both the Trustee and Parent or legal action (or pending or threatened claim or legal action), Company and the Indemnified Person Trustee shall have given been advised by counsel acceptable to Parent or Company that there may be one or more legal defences available to the Servicer Trustee that are different from or in addition to those available to Parent or Company and that, in the Depositor written notice thereof promptly after the Indemnified Person shall have with respect judgment of such counsel, would present a conflict of interest were a joint representation to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice be undertaken (in which case Parent and Company shall not affect have the Indemnified Person’s right to indemnification hereunder, except assume the defence of such suit on behalf of the Trustee but shall be liable to pay the extent reasonable fees and expenses of counsel for the Servicer is materially prejudiced by such failure to give noticeTrustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Servicer or the Trustee and the termination of this AgreementTrustee. (b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Servicer’s indemnification pursuant to Section 7.03(a).

Indemnification of the Trustee. (a) The Servicer agrees Polar and New Polar jointly and severally agree to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer’s failure to perform and each of its duties directors, officers, employees and agents appointed and acting in compliance accordance with this Agreement (except collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid incurred or suffered by the Indemnified Party by reason or as any such lossa result of the Trustee’s acceptance or administration of the Trust, liability or expense shall be otherwise reimbursable pursuant to its compliance with its duties set forth in this Agreement) , or (ii) incurred by reason of the Servicer’s willful misfeasance, bad faith any written 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), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except oral instruction delivered to the extent the Servicer is materially prejudiced Trustee by such failure to give noticePolar or New Polar pursuant hereto. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of the trusts created hereby. In no case shall Polar or New Polar be liable under this Agreement. (b) The Depositor will indemnify any Indemnified Person indemnity for any lossclaim against any of the Indemnified Parties unless Polar and New Polar shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, liability promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Polar and New Polar shall be entitled to participate at their own expense in the defence and, if Polar and New Polar so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Polar or New Polar; or (ii) the named parties to any Indemnified Person such suit include both the Trustee and Polar or New Polar and the Trustee shall have been advised by counsel acceptable to Polar or New Polar that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Polar or New Polar and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Polar and New Polar shall not otherwise covered by have the Servicer’s indemnification pursuant right to Section 7.03(aassume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). Neither Polar nor New Polar shall be liable for any settlement effected without its written consent.