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. The Company 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 Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Indemnified Parties unless the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the 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 Company shall be entitled to participate at its own expense in the defence of the assertion or claim. The Company 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 Trustee 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.Company; or (b) The Depositor will indemnify the named parties to any such suit include both an Indemnified Person Party and the Company and such Indemnified Party shall have been advised by counsel acceptable to the Company 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 Company (in which case the Company 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 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. 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 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. (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 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 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 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 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 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 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. 22.1 The Company and the Bondholders (on the relevant effective date as stated in section 22.5 below, each for its undertaking as stated in section 22.3 below) hereby undertake to indemnify the Trustee and all its officers, employees, shareholders, agent or expert that it will appoint, provided that there will be no double indemnification or compensation for the same matter (hereinafter: the “Individuals Entitled to Indemnification”): 22.1.1 For any reasonable expense and/or damage and/or payment and/or financial obligation, under a judgment (with respect to which no stay of was granted) or according to a settlement that has ended (and to the extent that the settlement concerns the Company, the Company’s consent was given to the settlement) the cause of action of which relates to actions that the Individuals Entitled to Indemnification performed or that they were liable to perform under the provisions of this Deed, and/or by statute and/or an instruction of a competent authority and/or under a law and/or according to a demand of the Bondholders and/or according to a demand of the Company; and 22.1.2 For remuneration payable to the Individuals Entitled to Indemnification and reasonable expenses that were incurred and/or that will be incurred as a result of the performance and/or exercise of authorities and authorizations under this Deed or under the law, or in connection with such acts, which in their reasonable opinion were necessary for the aforesaid performance; all of which provided that: 22.1.2.1 The Individuals Entitled to Indemnification will not demand indemnification as aforesaid in advance on a matter that cannot be delayed (without prejudice to their right to demand indemnification after the event, if and to the extent that they will have such a right); and/or 22.1.2.2 The Individuals Entitled to Indemnification acted in good faith and within the course of performing of their duties under this Trust Deed and according to the provisions of the law; and/or 22.1.2.3 It is not determined in an absolute judicial decision that the Individuals Entitled to Indemnification acted negligently (which is not exempt under a law as will be in force from time to time) and/or that acted maliciously; The indemnification undertaking under this section 22.1 will be referred to as the “Indemnification Undertaking”. “ Even in the event that it is claimed against the Individuals Entitled to Indemnification that they are not entitled to indemnification for any reason, the Individuals Entitled to Indemnification will be entitled immediately upon their first demand to payment of the amount due to them for the indemnification undertaking, but in any event that it will be determined in an absolute judicial decision that the Individuals Entitled to Indemnification (1) acted in bad faith, not within the course of performing their duties, not according to the provisions of the law or the Trust Deed, and/or (2) were negligent in a way that is not exempt under the kaw, and/or (3) acted maliciously, the Individuals Entitled to Indemnification will return the amounts of the Indemnification Undertaking that were paid to them, to the extent that any were paid to them. 22.2 Without derogating from the validity of the ‘Indemnification Undertaking’ in section 22.1 above, whenever the Trustee will be liable under the terms of the Trust Deed and/or by an instruction of a competent authority and/or any law and/or according to a demand of the Bondholders and/or according to a demand of the Company to do any act, including but not limited to, filing proceedings or filing claims at the request of the Bondholders, as stated in this Deed, the Trustee will be entitled to refrain from taking any such action until it will receive, to its satisfaction, a financial deposit to cover the ‘Indemnification Undertaking (hereinafter: the “Financial Deposit”), as follows: to the extent that it is required to do so by the Company under the provisions of the law and the provisions of this Deed, the Company will deposit the Financial Deposit. To the extent that it is required to do so by the Bondholders under the provisions of the law and the provisions of this Deed, or in a case that the Company will not deposit the amount of the Financial Deposit, the Trustee will contact the Bondholders who held Bonds on the effective date (as stated in section 22.5 below) with a request that they will deposit in its possession the aforesaid amount, each according to its ‘Proportional Share’ (as this term is defined below). Should the Bondholders not deposit in practice the entire amount of the ‘Financial Deposit,’ the Trustee will not have any obligation to perform the relevant action or file the relevant proceedings. Nothing in the aforesaid shall exempt the Trustee from performing an urgent action that is required in order to prevent a material harm to the rights of the Bondholders. The Trustee is competent to determine the amount of the Financial Deposit and will be entitled to act again to create an additional deposit as aforesaid, from time to time, in the amount to be determined by it. 22.3 The ‘Indemnification Undertaking’: 22.3.1 Will apply to the Company in any case of (1) actions that were performed and/or required to be performed under the terms of the Trust Deed or in order to protect the rights of the Bondholders; and (2) actions that were performed and/or required to be performed at the Company’s request. It is clarified that to the extent that the actions were performed at the request of the Bondholders, not as a result of a breach of the Trust Deed by the Company or because of the occurrence of one of the events for demanding immediate repayment as stated in section 14 of the First Addendum, then in such a case the Indemnification Undertaking will apply only to the Bondholders and not to the Company. 22.3.2 Will apply to the Holders who held the Series C Bonds on the effective date (as stated in section 22.5 below) in any case of (1) actions that were performed and/or required to be performed at the Bondholders’ request, and (2) non-payment by the Company of the amount of the ‘Indemnification Undertaking’ that applies to it under section 22.3.1 above and/or the amount of the Financial Deposit. 22.4 In any case that (a) the Company will not pay the amounts required to cover the ‘Indemnification Undertaking’ and/or it will not deposit the amount of the Financial Deposit, as applicable; and/or (b) the Indemnification Undertaking applies to the Holders by virtue of the provisions of section 22.3.2 above and/or the Holders were called upon to deposit the amount of the ‘Financial Deposit’ under section 22.2 above, the following provisions will apply: 22.4.1 The Servicer agrees money will be paid in the following manner: 22.4.1.1 First, the amount will be financed out of the interest and/or principal money that the Company is liable to indemnify pay to the Indemnified Persons forBondholders after the date of the required action, and to hold them harmless againstthe provisions of section 11 above will apply; 22.4.1.2 Second, 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 extent that in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunderTrustee’s opinion, providedthe amounts deposited in the Financial Deposit will not be sufficient to cover the ‘Indemnification Undertaking,’ the Holders that held the Bonds on the effective date (as stated in section 22.5 below) will deposit with the Trustee, in each case, that with respect according to any such claim or legal action its Proportional Share (or pending or threatened claim or legal actionas this term is defined), 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 thereofamount that is lacking. The Trustee’s failure to give any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except amount that each Holder will deposit will bear annual interest at a rate equal to the extent fixed interest on the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive Bonds (as stated in the resignation or removal of the Servicer or the Trustee First Addendum) and the termination of this Agreementwill be paid with priority as stated in section 22.8 below. (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. 22.1 The Trustee shall be entitled to receive indemnification in respect of his expenses from the (aSeries A) The Servicer agrees Debenture holders or from the Company, as the case may be, in respect of the reasonable expenses that he had incurred and/or shall incur, as the case may be, in connection with the activities he carried out and/or which he will be carrying out, by power of his obligations under the terms of the Deed of Trust and/or by law and/or the provisions of any relevant authority and/or any law and/or at the demand of the (Series A) Debenture holders or the Company, provided: [1] That he shall not be entitled to indemnify demand the Indemnified Persons indemnification in advance on a matter that cannot suffer delay. [2] An undertaking for indemnification may include indemnification in respect of liability for damages that the Trustee shall be obligated for, according to a final court ruling or compromise that was concluded in respect of a third party who is not a debenture holder, subject to the following conditions: [a] The expenses owing to a liability for damages are reasonable; [b] The Trustee acted in good faith and not negligently and this action was taken within the scope of the fulfilling of his duties. [3] In any event in which the Trustee acted as a result of a direct breach of this deed by the Company, which was caused for reasons dependent upon the Company only, then the obligation for indemnification shall be borne by the Company only. 22.2 Without prejudice to hold them harmless againstthe rights for compensation granted to the Trustee according to law and/or the undertakings of the Company under this deed, any lossthe Trustee, liability his representative, manager, agent 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 other person appointed by the Trustee hereunder (i) related in accordance with this deed, shall be entitled to receive indemnification out of the funds that will be received by the Trustee from the steps that he took and/or in another manner according to this deed, appertaining to the Servicer’s failure obligations that they took upon themselves, in respect of the reasonable expenses that they incurred owing to perform its duties the execution of the trusteeship or in compliance connection with such activities, which in their opinion the above were required to be carried out and/or in connection with the use of authorities and permissions granted by power of this Agreement deed, and also in connection with all kinds of legal proceedings, the professional opinion of a lawyer or other experts, negotiations, disputes, expenses, claims and demands appertaining to any matter and/or event that was undertaken and/or that was not undertaken in any way in respect of the matter, and the Trustee may hold back those funds in his possession and pay out therefrom those sums necessary for purposes of the payment of said indemnification. 22.3 Subject to the provisions of any law, any verification that the Trustee shall be obligated for under the terms of the Deed of Trust, to take any action, including the opening of proceedings or submitting claims at the demand of the (except Series A) Debenture holders, as stated in the Deed of Trust, the Trustee shall be permitted to refrain from taking any such lossaction, until he shall receive, to his satisfaction, a letter of indemnification from the (Series A) Debenture holders or from any one thereof in respect of any liability or expense shall for damages and/or expenses that could be otherwise reimbursable pursuant caused 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 to the termination Company or to any one thereof, owing to the taking of said action. Notwithstanding the aforesaid, the Trustee shall not desist from taking action that cannot suffer delay for this reason only. Furthermore, notwithstanding the above, for events in which there will be a need to take legal action, the Company shall deposit with the Trustee a sum that shall be set by the Trustee as being the sum anticipated for the Trustee’s expenses in respect of said proceedings. Should the Company not have deposited the above sum on the date on which it was requested to so do by the Trustee, and in the opinion of the Trustee, there is a doubt in connection with the Company’s ability to cover the costs involved in taking these steps by the Trustee, the Trustee shall immediately convene a meeting of debenture holders for purposes of approving their responsibility to cover the expenses involved in the steps which the Trustee will be taking. Should the debenture holders refuse to bear the expenses involved in taking these steps by the Trustee, then the Trustee shall not be obligated to take said steps. It is hereby clarified that nothing in the aforesaid xxxxx and/or derogates from the obligation of the Trustee to carry out actions by power of his obligation under the terms of this Agreement. (b) The Depositor will indemnify any Indemnified Person for any lossdeed, liability or expense of any Indemnified Person not otherwise covered according to the demand by the Servicer’s debenture holders or at the demand of the Company, even prior to receipt of indemnification pursuant and/or an undertaking to Section 7.03(a)indemnify as aforesaid, as the case may be, but in any event, the Trustee shall not be required to take any action whatsoever which requires the financial outlay of a sum exceeding the last annual payment which was paid to the Trustee.

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. 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. (a1) The Servicer agrees US Gold, 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 (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 US Gold, Callco or Exchangeco pursuant hereto. (2) US Gold, Callco or 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; provided that the omission to so notify US Gold, Callco or Exchangeco shall not relieve US Gold, Callco or Exchangeco of any liability which any of them may have to any Indemnified Party except to the extent that any such delay prejudices the defence of any such claim or expense action or results in any increase in the liability which US Gold, Callco or Exchangeco have under this indemnity. Subject to (ii) below, US Gold, Callco and Exchangeco shall be otherwise reimbursable pursuant entitled to this Agreementparticipate at their own expense in the defence and, if US Gold, 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 US Gold, 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 US Gold, 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 US Gold, Callco 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 US Gold, Callco or Exchangeco and that, in the Depositor written notice thereof promptly after judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case US Gold, Callco and Exchangeco shall not have the Indemnified Person right to assume the defence of such suit on behalf of the Trustee but shall have with respect be liable to such claim or legal action knowledge thereofpay the reasonable fees and expenses of counsel for the Trustee). 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 ARTICLE 8 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. (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 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 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 PureRay U.S. 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 partners, 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, 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 PureRay U.S. or the Corporation pursuant hereto. In no case shall PureRay U.S. or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless PureRay U.S. 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 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 PureRay U.S. and the Corporation shall be otherwise reimbursable pursuant entitled to this Agreementparticipate at their own expense in the defence and, if PureRay U.S. and the Corporation 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 PureRay U.S. 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 PureRay U.S. or the termination Corporation and the Trustee shall have been advised by counsel acceptable to PureRay U.S. or the Corporation, acting reasonably, that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to PureRay U.S. or the Corporation 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 PureRay U.S. and the Corporation 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 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. 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. 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 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. (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 Trustee 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 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 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 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 Trustee will be entitled to indemnify indemnity from the Indemnified Persons forCompany, as the case may be, in respect of any damage and/or loss, reasonable expenses it has incurred and/or may incur, in connection with actions it has performed and/or which it is obliged to perform, by virtue of its duty pursuant to the terms and conditions of the Deed of Trust and/or according to law and/or a directive of any competent authority and/or any statute and/or at the request of the owners of the Bonds, in the manner specified in the Deed of Trust, or according to a lawful demand by the Company, provided that: a. The Trustee did not act maliciously; and b. The Trustee acted in good faith and without negligence and such act was performed in the scope of fulfilling his function, in accordance with the provisions of the law and pursuant to the Deed of Trust; and Without prejudice to the rights to indemnity and compensation that are conferred on the Trustee according to law, if there is no possibility of the Trustee receiving indemnity from the Company as stated at the head of this clause, the Trustee and any receiver, representative, manager, agent or other person who was appointed by the Trustee in accordance with this Deed, shall be entitled to receive indemnity out of the moneys that will be received by the Trustee as a consequence of proceedings it has taken or otherwise in accordance with this Deed, in relation to the obligations they have assumed, in relation to the remuneration and the expenses incurred due to performing the trust according to this Deed or in connection with such acts, which in their opinion it was necessary to perform as aforesaid, or in connection with the exercise of the powers and authorities conferred on them pursuant to this Deed, and in connection with all kinds of legal proceedings, opinions and advice of attorneys and other experts, negotiations, discussions, expenses, claims and demands relating to hold them harmless againstany law or anything that was done or was not done in any manner in relation to the foregoing, and the Trustee may withhold moneys in its possession and make payments out of such moneys of the amounts required for payment of the indemnity, provided that it has not acted negligently. Whenever the Trustee is obliged according to the terms and conditions of the Deed of Trust and/or according to law and/or pursuant to a directive of a competent authority and/or any lossstatute and/or at the request of the Bond Holders and/or according to the Company’s request, to perform any action, including, without limitation, the instituting of proceedings or the filing of claims on a demand by the owners of the Bonds, as stated in the Deed of Trust, the Trustee may refrain from performing any such act until it has received a deed of indemnity to its satisfaction from the owners of the Bonds or from any of them, and if the actions are performed on the strength of a request by the Company, from the Company, in respect of any liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part damage and/or expenses 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 Company or either of them, as a consequence of performing the aforesaid act. All this applies except in circumstances in which urgent action is necessary, and the failure to perform it prior to receiving a deed of indemnity as aforesaid will cause damage and/or loss to the Bond Holders. If the Trustee takes any urgent action as aforesaid, whether it was obliged to take such action according to the provisions of this Agreement. (b) Deed, or took such action in its discretion, without having received a confirmation of its fees and the costs and expenses attendant upon such actions, the taking of such actions shall not be deemed to be a waiver by the Trustee of its right to indemnity for its remuneration and for such costs and expenses, from the Company or from the Bond Holders, as the case may be. The Depositor will indemnify any Indemnified Person for any loss, liability or expense taking of any Indemnified Person not otherwise covered action by the Servicer’s indemnification Trustee, which is not an urgent action as aforesaid, without his having been given an undertaking for indemnity in advance by the Company and/or from Bond Holders, shall not establish a duty for the Trustee to take similar actions in the future, without obtaining an undertaking for indemnity in advance from the Company and/or from the Bond Holders. Indemnity to the Trustee as described in this clause in respect of: (1) actions it has performed and/or is required to perform by virtue of its obligation under the conditions of the Deed of Trust or according to law and/or pursuant to Section 7.03(aa directive of a competent authority and/or according to statute and/or for purposes of protecting the rights of the bond Holders (including as a result of a demand by a Holder) — shall be borne and paid by the Company; (2) actions it has performed and/or is required to perform on the Company’s demand — shall be borne and paid by the Company; and (3) actions it has performed and/or is required to perform on a demand by the Bond Holders (except actions that were taken as aforesaid on a demand by the holders for purposes of protecting the rights of the Bond Holders) — shall be borne and paid by the Bond Holders. If there is an obligation for indemnity on the Company as aforesaid and the indemnity is not received from the Company within 60 days from the Trustee’s demand — the Bond Holders will be liable for indemnity to the Trustee. It is clarified that actual payment by the Bond Holders to the Trustee shall in no way derogate from the Company’s obligation to refund to the holders the amount that was paid in circumstances in which the Company was obliged to make payment thereof in accordance with the provisions of this Deed of Trust, and the Trustee shall take steps to achieve the refund of such moneys from the Company to the Bond Holders. The Company’s obligation to indemnify the Trustee and/or the Bond Holders as stated in this clause is subject to the condition that the Company receives prior notice from the Trustee, within a reasonable time having regard to the circumstances, about any expense for which the Company is likely to undertake an indemnity as aforesaid, and the Trustee shall not compromise in respect of any claim and/or demand that may be instituted against it and which could constitute grounds for indemnity (except for situations in which the Trustee took urgent or immediate actions in which the notice to the Company was likely to damage the rights of Bond Holders), until after it has received the Company’s prior written consent thereto. In situations where the Company does not agree as aforesaid, the Trustee will enable the Company to take its place and manage the proceedings of a trial or claim against him.

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. (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. (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 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).