Common use of Indemnification Clause in Contracts

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnifybe liable as primary obligor for, defend and hold harmless shall indemnify the Owner Trustee (in such capacity or individually) and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder except only that the Depositor shall not be liable for or required to indemnify an Indemnified Party the Owner Trustee from and against Expenses arising or resulting from any of the Owner Trustee's willful misconduct, negligence or bad faith or as a result matters described in the third sentence of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee;6. (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld1. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of any Proceeding for which indemnity may be sought pursuant to this Section 7.027.2, such Indemnified Party shall promptly notify the Owner Trustee's choice Depositor in writing, and the Depositor upon request of legal counsel, if other than the legal Indemnified Party shall retain counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject reasonably satisfactory to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesIndemnified Party (or, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner TrusteeDepositor, which consent counsel selected by the Indemnified Party acceptable to the Depositor) to represent the Indemnified Party and any others the Depositor may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. The Depositor shall not be unreasonably withheldliable for any settlement of any claim or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Certificateholder Depositor agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Depositor shall not, without the prior written consent of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense Indemnified Party, effect any settlement of any Proceeding against pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the Owner Trusteesubject matter of such proceeding.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Class SB Certificates shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such the Certificateholder of the majority of the Percentage Interest of the Class SB Certificates shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such the Certificateholder of the majority of the Percentage Interest of the Class SB Certificates written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such the Certificateholder of the majority of the Percentage Interest of the Class SB Certificates shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such the Certificateholder of the majority of the Percentage Interest of the Class SB Certificates shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholderthe Certificateholder of the majority of the Percentage Interest of the Class SB Certificates, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Class SB Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Class SB Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, and their respective successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust EstateCollateral, the administration of the Trust Estate Collateral or the action or inaction of the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, hereunder; , provided, that: (ai) such Certificateholder the Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's ’s, the Certificate Registrar’s or the Certificate Paying Agent’s willful misconduct, gross negligence or bad faith or as a result of any inaccuracy of a representation or warranty of the Owner Trustee contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Depositor written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof;, (ciii) while maintaining the Depositor shall have the right to assume control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defensedefense of the claim for which indemnity is sought; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Depositor shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of the Depositor; and (v) an Indemnified Party hereunder shall not, without the consent of the Depositor, effect any settlement of any pending or threatened claim or proceeding in respect of which indemnity could have been sought hereunder by such CertificateholderIndemnified Party, which consent shall not be unreasonably withheldunless such settlement includes an unconditional release of Depositor from all liability on or under such claim or proceeding, or unless the Depositor has failed to assume the defense thereof after having been given written notice of the claim or proceeding and a reasonable opportunity to assume such defense. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent and with the consent of the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent, as applicable, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Depositor has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent. Delta Funding Corporation (the “Originator”) agrees to indemnify the Owner Trustee, the Certificate Registrar and the Certificate Paying Agent against any failure by the Depositor to perform any of its obligations under this Section 7.02. The Originator agrees that there are no conditions precedent to the obligations of the Originator hereunder other than written demand to the Depositor to perform its obligations under this Section 7.02.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Credit Acceptance shall indemnifybe liable as primary obligor for, defend and hold harmless the shall indemnify U.S. Bank Trust National Association, individually and as Owner Trustee and its officers, directors, successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust EstateProperty, the administration of the Trust Estate Property or the action or inaction of the Owner Trustee hereunder; provided, that: within thirty (a30) such Certificateholder days of a demand by the Owner Trustee, upon receipt by the Owner Trustee of an invoice or other demand for payment, except only that Credit Acceptance shall not be liable for or required to indemnify an Indemnified Party the Owner Trustee from and against against: (i) Expenses arising or resulting from the Owner Trustee's gross negligence, willful misconduct, negligence misconduct or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; Trustee or (bii) with respect any Expenses which would constitute recourse for uncollectible Loans. Credit Acceptance shall advance to each Indemnified Party expenses incurred in defending any such claim, the demand, action, suit or proceeding, provided that such Indemnified Party shall have given be obligated to repay such Certificateholder written notice thereof promptly after the amount if a court of competent jurisdiction determines that such Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement was not entitled to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldindemnification hereunder. The indemnities contained in this Section and the rights of the Owner Trustee under Section 8.1 shall be joint and several with the indemnification obligations of the Trust pursuant to Section 6.05 of the Sale and Servicing Agreement and shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. Agreement In the any event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02Section, the Owner Trustee's ’s choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, Credit Acceptance which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. The Certificateholder of Owners shall be jointly and severally liable for, and hereby agree to indemnify the majority of the Percentage Interest of the Certificates shall indemnify, defend and hold harmless the Owner Trustee Wilmington Trust Company and its successors, assigns, agents and servants (collectively, the "“Indemnified Parties") Persons”), from and against, any and all liabilities, obligations, losses, damages, taxestaxes (other than taxes incurred as the result of the payment of fees and expenses pursuant to Section 8.01 hereof), claims, actions and actions, suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, by or asserted at any time against the Owner Trustee Indemnified Persons (whether or any Indemnified Party not indemnified against by other parties) in any way relating to or arising out of this Trust Agreement, the other Eligible Lender Trust Agreement (Issuer), any Basic Documents, the Trust EstateDocument, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder except only that the Owners shall not be liable for or required to indemnify an Indemnified Party from and against the Wilmington Trust Company for Expenses arising or resulting from any of the Owner Trustee's willful misconductmatters described in the second sentence of Section 7.01. To the fullest extent permitted by law, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect Expenses to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim incurred by an Indemnified Party entered into without Person shall, from time to time, be advanced by, or on behalf of, the Owners prior consent to the final disposition of any matter upon receipt by the Owners of an undertaking by, or on behalf of, such Certificateholder, which consent Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be unreasonably withheldindemnified under this Agreement. The obligations of the Owners pursuant to this Section 8.02 shall be borne (as between the Owners inter se) in proportion to their respective Ownership Percentages. The indemnities contained in this Section 8.02 shall survive the resignation or termination removal of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to The indemnities contained in this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject 8.02 extend only to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval Wilmington Trust Company in its individual capacity and shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent construed as indemnities of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeTrust Estate.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Registrar and Certificate Paying Agent, and their respective successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, against any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, hereunder; , provided, that: (ai) such Certificateholder the Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from such Indemnified Party’s willful misconduct, gross negligence, grossly negligent failure to act or bad faith or, with respect to the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty of the Owner Trustee contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Depositor written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof;, (ciii) while maintaining control over its own defense, such Certificateholder the Depositor shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Depositor shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Depositor which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02, the Owner Trustee's, the Certificate Registrar's or the Certificate Paying Agent's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesDepositor, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent and with the consent of the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Depositor has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent.

Indemnification. The Certificateholder of (a) To the majority of fullest extent permitted by law, the Percentage Interest of Administrator and, subject to the Certificates shall indemnifylimitations below, defend and hold harmless the Owner Issuer, will indemnify the Delaware Trustee and its successors, assigns, directors, officers, employees and agents and servants (collectively, the "Indemnified Parties" and each, an "Indemnified Party") from and against, against any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses and including without limitation, reasonable attorney’s fees and expenses, court costs and other legal expenses incurred in connection with any claim, action or suit brought by an Indemnified Party against the Issuer or the Administrator for enforcement of this indemnification obligation) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Delaware Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Transaction Documents, the Notes or Certificates, the Trust Estate, the formation, operation, dissolution or termination of the Issuer, the administration of the Trust Estate or the action or inaction of the Owner Delaware Trustee hereunder; provided, that: (a) such Certificateholder shall or the action or inaction of the Issuer or any other transaction party except only that the Administrator will not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from finally determined by a court of competent jurisdiction to be the Owner Trusteeresult of such Indemnified Party's negligence, willful misconduct, negligence misconduct or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldfaith. The indemnities contained in this Section shall will survive the resignation or termination removal of the Owner Delaware Trustee or and the termination of this Trust Agreement. In the event Notwithstanding any other provisions of any Proceeding for which indemnity may be sought pursuant to this Section 7.02Agreement, the Owner Trustee's choice obligation of legal counselthe Issuer to so indemnify the Indemnified Parties as set forth above will be satisfied only from remaining assets of the Trust Estate following the final payment of all amounts due and payable in accordance with the Indenture, if the payment of all amounts payable by the Issuer under the Collateral Administration Agreement and the final payment of all amounts payable in respect of the outstanding Certificates (other than the legal counsel retained Ownership Certificates), but prior to the final distribution to the Directing Certificateholder of any assets of the Trust Estate otherwise remaining, it being further understood that any such indemnities will be payable only to the extent not otherwise paid by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval Administrator. (b) Each of the Certificateholder Certificate Registrar and the Certificate Paying Agent, each in its individual capacity and in its capacity as Certificate Registrar and Certificate Paying Agent (including any successor Certificate Registrar or Certificate Paying Agent, as applicable, under this Agreement), respectively, and their respective officers, directors, employees and agents will be entitled to all rights of indemnification afforded the majority of Indenture Trustee under the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeIndenture.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Credit Acceptance shall indemnifybe liable as primary obligor for, defend and hold harmless the shall indemnify U.S. Bank Trust National Association, individually and as Owner Trustee and its officers, directors, successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust EstateProperty, the administration of the Trust Estate Property or the action or inaction of the Owner Trustee hereunder; provided, that: within thirty (a30) such Certificateholder days of a demand by the Owner Trustee, upon receipt by the Owner Trustee of an invoice or other demand for payment, except only that Credit Acceptance shall not be liable for or required to indemnify an Indemnified Party the Owner Trustee from and against against: (i) Expenses arising or resulting from the Owner Trustee's gross negligence, willful misconduct, negligence misconduct or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; Trustee or (bii) with respect any Expenses which would constitute recourse for uncollectible Loans. Credit Acceptance shall advance to each Indemnified Party expenses incurred in defending any such claim, the demand, action, suit or proceeding, provided that such Indemnified Party shall have given be obligated to repay such Certificateholder written notice thereof promptly after amount if and to the extent that a court of competent jurisdiction determines that such Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement was not entitled to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldindemnification hereunder. The indemnities indemnification obligations contained in this Section and the rights of the Owner Trustee under Section 8.1 shall be joint and several with the indemnification obligations of the Trust pursuant to Section 6.05 of the Sale and Servicing Agreement and shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. Agreement In the any event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02Section, the Owner Trustee's ’s choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, Credit Acceptance which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Trust Depositor shall indemnifybe liable as primary obligor for, defend and hold hereby indemnifies and holds harmless the Owner Trustee (including in its individual capacity) and its successors, assigns, agents assigns and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of this Trust Agreement, the any other Basic DocumentsTransaction Document, the Trust EstateAssets, the administration of the Trust Estate Assets or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder however, the Trust Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.01; provided, further, that the liability of the Trust Depositor under this Section shall be limited to the assets of the Trust Depositor and any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets and such indemnity payments, if unpaid, do not constitute a general recourse claim against the Trust. The indemnities contained in this Section shall survive the resignation, removal or termination of the Owner Trustee or the termination of this Agreement or the Trust. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Owner Trustee's willful misconduct, negligence or bad faith or as a result choice of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party legal counsel shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement be subject to the contrary, such Certificateholder shall not be liable for settlement approval of any claim by an Indemnified Party entered into without the prior consent of such CertificateholderTrust Depositor, which consent approval shall not be unreasonably withheld. The indemnities contained in this Section shall be in addition to the indemnities provided by the Servicer pursuant to the Pooling Agreement and the Administrator pursuant to the Administration Agreement. The Trust Depositor hereby agrees to advance to each Indemnified Party Expenses (including reasonable fees and expenses of counsel) incurred by such Indemnified Party, in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Trust Depositor of an undertaking, by or on behalf of such Indemnified Party, to repay such amount if it shall be determined that such Indemnified Party is not entitled to be indemnified therefor under this Section 8.02. Notwithstanding any provision in this Agreement or any other Transaction Document to the contrary, the obligations of the Trust Depositor under this Section 8.02 shall survive the resignation or termination removal of any trustee of the Owner Trustee or Trust, shall survive the termination of this Trust Agreement. In Agreement and the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval termination of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeTrust.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, and their respective successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, hereunder; , provided, that: (ai) such Certificateholder the Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's, the Certificate Registrar's or the Certificate Paying Agent's willful misconduct, gross negligence or bad faith or as a result of any inaccuracy of a representation or warranty of the Owner Trustee contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Depositor written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof;, (ciii) while maintaining control over its own defense, such Certificateholder the Depositor shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Depositor shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Depositor which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02, the Owner Trustee's, the Certificate Registrar's or the Certificate Paying Agent's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesDepositor, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent and with the consent of the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent, as applicable, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Depositor has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Registrar and Certificate Paying Agent, and their respective successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, hereunder; , provided, that: (ai) such Certificateholder the Depositor shall not be liable for or required to indemnify an Indemnified Party Party, as applicable, from and against Expenses arising or resulting from the Owner Trusteesuch Indemnified Party's own willful misconduct, gross negligence or bad faith or or, as to the Owner Trustee, as a result of any inaccuracy of a representation or warranty of the Owner Trustee contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Depositor written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; provided, however, that failure to give such notice shall not affect the indemnification of the Indemnified Party except to the extent the Depositor is materially prejudiced by such failure; (ciii) while maintaining control over its own defense, such Certificateholder the Depositor shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Depositor shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Depositor which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent and with the consent of the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Depositor has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent.

Indemnification. The Certificateholder of Credit Acceptance as primary obligor, and the majority of the Percentage Interest of the Certificates Trust as secondary obligor, jointly and severally shall indemnifybe liable for, defend and hold harmless the shall indemnify U.S. Bank Trust National Association, individually and as Owner Trustee and its officers, directors, successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable and documented costs, expenses and disbursements (including reasonable and documented legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estateformation, administration or termination of the Trust, the Trust Property, the acquisition, ownership, administration or disposition of the Trust Estate Property, the use of electronic or digital signatures and electronic methods of submission (including the risk of the Owner Trustee acting on any unauthorized instructions or the risk of interception and misuse of communications by third parties) or the action or inaction of the Owner Trustee hereunder; providedor any other party hereunder or under any Basic Document, that: within thirty (a30) such Certificateholder days of a demand by the Owner Trustee, upon receipt by the Owner Trustee of an invoice or other demand for payment, except only that Credit Acceptance and the Trust shall not be liable for or required to indemnify an Indemnified Party the Owner Trustee from and against Expenses arising or resulting from the Owner Trustee's gross negligence, willful misconduct, negligence misconduct or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect Trustee or other Indemnified Party. Credit Acceptance shall advance to each Indemnified Party Expenses incurred in defending any such claim, the demand, action, suit or proceeding, provided that such Indemnified Party shall have given be obligated to repay such Certificateholder written notice thereof promptly after amount if and to the extent that a court of competent jurisdiction determines by final non-appealable order that such Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement was not entitled to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldindemnification hereunder. The indemnities indemnification obligations contained in this Section and the rights of the Owner Trustee under Section 8.1 shall be joint and several with the indemnification obligations of the Trust pursuant to Section 6.05 of the Sale and Servicing Agreement and shall survive the resignation or termination removal of the Owner Trustee or the termination of this Agreement and the Trust Agreementand shall include reasonable and documented fees and expenses of counsel and expenses of litigation (including costs and expenses (including any reasonable and documented legal fees, costs and expenses and court costs) incurred in connection with (i) the defense of any claim, action or proceeding or (ii) any enforcement (including any action, claim or suit brought) by the Owner Trustee or any Indemnified Party of any indemnification or other obligation of the Trust or any other Person. In the any event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02Section, unless a conflict of interest shall exist, the Owner Trustee's ’s choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, Credit Acceptance which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. (a) Subject to the limitations on liability and responsibility set forth in Section 14.5 of this Agreement with respect to the Customer, the Customer will indemnify and hold harmless BNY Mellon from and against all losses, costs, expenses, damages and liabilities (including reasonable counsel fees and expenses) incurred by BNY Mellon directly arising out of or relating to BNY Mellon’s performance under this Agreement, except to the extent resulting from BNY Mellon’s failure to perform its obligations under this Agreement in accordance with the Standard of Care. The Certificateholder Parties agree that the foregoing will include reasonable counsel fees and expenses incurred by BNY Mellon in its successful defense of claims that are asserted by a Customer against BNY Mellon arising out of or relating to BNY Mellon’s performance under this Agreement. No Customer will have any liability under this Section 14.4 for the obligations of any other Customer hereunder, and any obligations of a Customer under this Section 14.4 with respect to a particular Series will not be satisfied out of the majority assets of another Series. (b) Subject to the Percentage Interest limitations on liability and responsibility set forth in Section 14.2 of the Certificates shall indemnifythis Agreement with respect to BNY Mellon, defend BNY Mellon will indemnify and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") Customer from and against, any and against all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses expenses, damages and disbursements liabilities (including reasonable legal counsel fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against by the Owner Trustee or any Indemnified Party in any way relating Customer solely to or the extent directly arising out of or relating to BNY Mellon’s failure to perform its obligations under this Trust Agreement, Agreement in accordance with the other Basic Documents, the Trust Estate, the administration Standard of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof;Care. (c) while maintaining control over its own defense, such Certificateholder shall consult with In order that the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities indemnification provisions contained in this Section 14.4 shall survive apply, upon the resignation or termination assertion of a claim for which either Party may be required to indemnify the other, the Party seeking indemnification shall promptly notify the other Party of such assertion, and shall keep the other Party advised with respect to all material developments concerning such claim. The Party who may be required to indemnify shall have the right to control the defense of the Owner Trustee or claim, and the termination party seeking indemnification shall have the option to participate in the defense of this Trust Agreementsuch claim, at its own cost and expense. In The Party seeking indemnification will cooperate reasonably, at the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02indemnifying Party’s expense, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery indemnifying Party in the defense of this Trust Agreementsuch claim; provided, shall be subject to however, that the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval Party seeking indemnification shall not be unreasonably withheldrequired to take any action that would impair any claim it may have against the indemnifying Party. In addition, upon The Party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other Party may be required to indemnify it except with the other Party’s prior written notice consent. The indemnifying Party shall not settle or compromise any claim or consent to the Owner Trustee and entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Owner TrusteeParty seeking indemnification, which consent shall not be unreasonably withheld, delayed or conditioned. (d) BNY Mellon will maintain, at all times during the Certificateholder term of this Agreement, errors and omissions insurance, fidelity bonds and such other insurance as BNY Mellon may deem appropriate, in each case in a commercially reasonable amount deemed by BNY Mellon to be sufficient, including without limitation cyber-liability insurance coverage deemed by BNY Mellon to be appropriate. BNY Mellon agrees to provide the majority Customer with certificates of insurance and summaries of its applicable insurance coverage, in a format standard for the Percentage Interest of insurance industry, and agrees to provide updated summaries monthly or as requested by the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeCustomer.

Indemnification. A. The Certificateholder of Company shall indemnify Indemnitee as provided in this Agreement and the majority of Charter and the Percentage Interest of Bylaws to the Certificates shall indemnify, defend fullest extent permitted by Maryland law in effect on the date hereof and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") as amended from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereundertime; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from however, that neither the Owner Trustee's willful misconduct, negligence or bad faith or as a result amendment nor repeal of any inaccuracy provision of a representation the Charter, the Bylaws or warranty contained this Agreement or any amendment to, repeal of, or change in Section 6.03 expressly made by Maryland law shall apply to or be effective to reduce the Owner Trustee; (b) benefits available to the Indemnitee with respect to any act or failure to act which occurred prior to that amendment, repeal, adoption or change. B. The Indemnitee shall be entitled to the rights of indemnification provided in this Article II if, by reason of such claimIndemnitee’s Corporate Status, such Indemnitee is, or is threatened to be made, a party to any Proceeding, including a Proceeding brought by or in the right of the Company. Unless prohibited by this Article II, Article XI, or any other provision of this Agreement, the Indemnified Party Indemnitee shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defensebe indemnified against Expenses, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contraryjudgments, such Certificateholder shall not be liable for penalties, fines, and settlement of any claim amounts actually and reasonably incurred by an Indemnified Party entered into without the prior consent or on behalf of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee Indemnitee in connection with such Proceeding or any claim, issue or matter therein unless it is finally determined that such indemnification is not permitted by Maryland law, the execution Charter or the Bylaws. C. Notwithstanding Paragraphs 2(A) and delivery 2(B) above, the Company shall not provide indemnification for any loss, liability or Expense arising from or out of this Trust Agreement, shall be subject an alleged violation of federal or state securities laws by an Indemnitee that is a member of the Board of Directors or a member of the board of directors of an Affiliate of the Company unless at least one of the following conditions are met: i. there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the approval Indemnitee; ii. such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or iii. a court of competent jurisdiction approves a settlement of the Certificateholder claims against the Indemnitee and finds that indemnification of the majority settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the Percentage Interest position of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee Securities and with the consent Exchange Commission and of the Owner Trustee, published position of any state securities regulatory authority in which consent shall not be unreasonably withheld, the Certificateholder securities of the majority Company were offered or sold as to indemnification for violations of securities laws. D. Any indemnification payments under this Agreement may be paid only out of the Percentage Interest net assets of the Certificates shall have Company and no portion may be recoverable from the right to assume stockholders of the defense of any Proceeding against the Owner TrusteeCompany.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, and their respective successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, hereunder; , provided, that: (ai) such Certificateholder the Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's, the Certificate Registrar's or the Certificate Paying Agent's willful misconduct, gross negligence or bad faith or as a result of any inaccuracy of a representation or warranty of the Owner Trustee contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Depositor written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof;, (ciii) while maintaining control over its own defense, such Certificateholder the Depositor shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Depositor shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Depositor which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02, the Owner Trustee's, the Certificate Registrar's or the Certificate Paying Agent's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesDepositor, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent and with the consent of the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent, as applicable, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Depositor has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates (a) PACIFIC LIFE shall indemnify, defend indemnify and hold harmless the Owner Trustee PSD and its successorsPSD’s officers, assignsdirectors, agents agents, controlling persons, employees, subsidiaries and servants (collectivelyaffiliates for all attorneys’ fees, the "Indemnified Parties") from and againstlitigation expenses, any and all liabilities, obligationscosts, losses, claims, judgments, settlements, fines, penalties, damages, taxesand liabilities incurred as the direct or indirect result of: (i) negligent, dishonest, fraudulent, unlawful, or criminal acts, statements, or omissions by PACIFIC LIFE or its employees, agents, officers, or directors; (ii) PACIFIC LIFE’s breach of this Agreement; (iii) PACIFIC LIFE’s failure to comply with any statute, rule, or regulation; (iv) a claim or dispute between PACIFIC LIFE and a Broker/Dealer (including its Representatives) and/or a Contract owner. PACIFIC LIFE shall not be required to indemnify or hold harmless PSD for expenses, losses, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred bydamages, or asserted against the Owner Trustee liabilities that result from PSD’s misfeasance, bad faith, negligence, willful misconduct or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee;wrongful act. (b) PSD shall indemnify and hold harmless PACIFIC LIFE and PACIFIC LIFE’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages and liabilities incurred as the direct or indirect result of: (i) PSD’s breach of this Agreement; and/or (ii) PSD’s failure to comply with respect any statute, rule, or regulation. PSD shall not be required to any such claimindemnify or hold harmless PACIFIC LIFE for expenses, the Indemnified Party shall losses, claims, damages, or liabilities that have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof;resulted from PACIFIC LIFE’s willful misfeasance, bad faith, negligence, willful misconduct or wrongful act. (c) while maintaining control over its own defenseA party entitled to indemnification shall promptly notify the other party of all demands, such Certificateholder shall consult with claims, disputes and proceedings that may form the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable basis for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought indemnification pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, . The party who may be obligated to provide indemnification shall be subject entitled to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume participate in the defense of any Proceeding against the Owner Trusteeother party, but such participation shall not relieve the indemnifying party of its obligation under this Agreement.

Indemnification. The Certificateholder of Company represents that all materials provided or to be provided to the majority of Advisor or any third party regarding the Percentage Interest of the Certificates Company's financial affairs or operations are and shall indemnify, defend be truthful and accurate and in compliance with any and all applicable federal and state securities laws. The Company agrees to indemnify and hold harmless the Owner Trustee Advisor and its successorsadvisors, assignsprofessionals and affiliates, the respective directors, officers, partners, members, managers, agents and servants (collectivelyemployees and each other person, if any, controlling the "Indemnified Parties") Advisor or any of its affiliates to the full extent lawful, from and againstagainst all losses, any and all liabilities, obligations, lossesclaims, damages, taxes, claims, actions liabilities and suits, and any and all reasonable costs, expenses and disbursements incurred by them (including reasonable legal attorneys' fees and expensesdisbursements) of that result from actions taken or omitted to be taken (including any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee untrue statements made or any Indemnified Party in any way relating statement omitted to be made) by the Company, its agents or arising out employees which relate to the scope of this Trust Agreement, Agreement and the other Basic Documents, the Trust Estate, the administration performance of the Trust Estate or services by the action or inaction Advisor contemplated hereunder. The Advisor will jointly and severally indemnify and hold harmless the Company and the respective directors, officers, agents, affiliates and employees of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party Company from and against Expenses arising or resulting all losses, claims damages, liabilities and expenses that result from the Owner Trustee's willful misconductbad faith, gross negligence or bad faith unauthorized representations of the Advisor. Each person or entity seeking indemnification hereunder shall promptly notify the Company, or the Advisor, as a result applicable, of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such loss, claim, damage or expense for which the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee Company or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity Advisor, as applicable, may be sought become liable pursuant to this Section 7.028. No party shall pay, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the settle or acknowledge liability under any such claim without consent of the Owner Trusteeparty liable for indemnification, which consent and shall not permit the Company or the Advisor, as applicable, a reasonable opportunity to cure any underlying problem or to mitigate actual or potential damages. The scope of this indemnification between the Advisor and the Company shall be unreasonably withheldlimited to, and pertain only to certain transactions contemplated or entered into pursuant to this Agreement. The Company or the Certificateholder of the majority of the Percentage Interest of the Certificates Advisor, as applicable, shall have the opportunity to defend any claim for which it may be liable hereunder, provided it notifies the party claiming the right to assume indemnification in writing within fifteen (15) days of notice of the defense of claim. The rights stated pursuant to this Section 8 shall be in addition to any Proceeding against rights that the Owner TrusteeAdvisor, the Company, or any other person entitled to indemnification may have in common law or otherwise, including, but not limited to, any right to contribution.

Indemnification. The Certificateholder of Seller, the majority of Depositor and the Percentage Interest of the Certificates Trust (on a joint and several basis) shall indemnify, defend and hold harmless the Owner Trustee, both as Owner Trustee and in its individual capacity, and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Owner Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder; , provided, that: (ai) such Certificateholder the Seller shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, gross negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Seller written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (ciii) while maintaining control over its own defense, such Certificateholder the Seller shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Seller shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Seller which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination removal of the Owner Trustee or the termination of this Owner Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Owner Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesServicer, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, Trustee which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Servicer has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee.

Indemnification. The Certificateholder Neither the Executive Director nor any Board Member nor any Advisory Council Member nor any EDCO Collaborative administrator shall be liable to the Collaborative or to any Member District thereof for any act or omission of the majority Executive Director or any Board or Advisory Council Member or be held personally liable in connection with the affairs of the Percentage Interest Collaborative except only liability arising out of his own willful misfeasance, bad faith, gross negligence or reckless disregard of duty to the Certificates Collaborative or its Member Districts. Neither the Executive Director nor any Board Member nor any Advisory Council Member nor any EDCO Collaborative administrator shall indemnifybe personally liable for any debt, defend and hold harmless the Owner Trustee and its successorsclaim, assignsdemand, agents and servants (collectivelyjudgment, the "Indemnified Parties") from and againstdecree, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) liability or obligation of any kind and nature whatsoever (collectivelyof, "Expenses") which may at any time be imposed on, incurred byagainst, or asserted against with respect to the Owner Trustee or any Indemnified Party in any way relating to Collaborative or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration any action taken or omitted for or on behalf of the Trust Estate Collaborative and the Collaborative shall be solely liable therefore and resort shall be had exclusively to the Collaborative property for the payment or performance thereof and each Board or Advisory Council Member, Member District and any Executive Director shall be entitled to full indemnity and full reimbursement out of Collaborative property, including, without limitation, fees and disbursements of counsel, if, contrary to the action provisions hereof, such Board or inaction Advisory Council Member, Executive Director or Member District shall be held personally liable. Any person dealing with the Collaborative shall be informed of the Owner Trustee hereunder; providedindemnification contained herein and, that: (a) such Certificateholder where the Board deems it appropriate, documents or instruments executed by or by authority of the Board shall not contain reference hereto. The Executive Director and his/her legal representatives and each Board and Advisory Council Member and his/her legal representatives and each Member District and its legal representatives shall be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made indemnified by the Owner Trustee; (b) with respect to any such claimCollaborative against all liabilities and expenses, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement exclusive of amounts paid to the contraryCollaborative, such Certificateholder shall not be liable for including judgments, fines, penalties, amounts paid in settlement and counsel fees, incurred in reasonable settlement of any claim action, suit or proceeding to which such Board Member, Member District or Collaborative Administrator or his/its legal representatives may be made a party or otherwise involved by an Indemnified Party entered into without reason of his/its capacity as Board or Advisory Council Member, Executive Director, Member District, or Collaborative Administrator except only liabilities and expenses arising out of his/its own willful misfeasance, bad faith, gross negligence or reckless disregard of duty to the prior consent Collaborative as final adjudged in such action or, in the event of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation settlement or termination of such action without final adjudication, as determined by independent counsel for the Owner Trustee Collaborative. Said right of indemnification shall be in addition to any other rights to which such Board or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity Advisory Council Member, Collaborative Director or Administrator or Member District may be sought pursuant entitled as a matter of law or which may be lawfully granted to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trusteehim/it.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnify, defend and hold harmless the Owner Trustee Bank, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, and their respective successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, hereunder; , provided, that: (ai) such Certificateholder the Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's, the Certificate Registrar's or the Certificate Paying Agent's willful misconduct, gross negligence or bad faith or as a result of any inaccuracy of a representation or warranty of the Owner Trustee contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Depositor written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof;, (ciii) while maintaining control over its own defense, such Certificateholder the Depositor shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Depositor shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Depositor which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02, the Owner Trustee's, the Certificate Registrar's or the Certificate Paying Agent's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesDepositor, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent and with the consent of the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent, as applicable, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Depositor has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates shall indemnify, defend You agree to indemnify and hold harmless ABN AMRO Financial Services, Inc., the Owner Trustee issuer of the Securities, each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) ABN AMRO Financial Services, Inc. or the issuer of the Securities, and its successorstheir respective directors, assignsofficers and employees from and against any and all losses, agents and servants liabilities, costs or claims (or actions in respect thereof) (collectively, “Losses”) to which any of them may become subject (including all reasonable costs of investigating, disputing or defending any such claim or action), insofar as such Losses arise out of or are in connection with the "Indemnified Parties"breach of any representation, warranty or agreement made by you herein. If any claim, demand, action or proceeding (including any governmental investigation) from shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party, the indemnified party shall promptly notify the indemnifying party in writing, and againstthe indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnified party may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonable fees and all liabilitiesexpenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, obligations, losses, damages, taxes, claims, actions and suits, and (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (iii) the named parties to any and all reasonable costs, expenses and disbursements such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable legal fees and expensesexpenses of more than one separate law firm (in addition to local counsel where necessary) of any kind and nature whatsoever (collectively, "Expenses") which may at any time for all such indemnified parties. Such firm shall be imposed on, incurred by, or asserted against designated in writing by the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or required if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify an Indemnified Party the indemnified party from and against Expenses arising any loss or resulting from liability by reason of such settlement or judgment. No indemnifying party shall, without the Owner Trustee's willful misconductprior written consent of the indemnified party, negligence or bad faith or as a result of effect any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an Indemnified Party entered into without the prior consent unconditional release of such Certificateholder, which consent shall not be unreasonably withheldindemnified party from all liability on claims that are the subject matter of such proceeding. The indemnities indemnity agreements contained in this Section and the representations and warranties by you in this Agreement shall survive the resignation or termination of the Owner Trustee or the remain operative and in full force and effect regardless of: (i) any termination of this Trust Agreement. In the event of ; (ii) any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained investigation made by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval an indemnified party or on such party’s behalf or any person controlling an indemnified party or by or on behalf of the Certificateholder indemnifying party, its directors or officers or any person controlling the indemnifying party; and (iii) acceptance of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of payment for any Proceeding against the Owner TrusteeSecurities.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, and their respective successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, hereunder; , provided, that: (ai) such Certificateholder the Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's ’s, the Certificate Registrar’s or the Certificate Paying Agent’s willful misconduct, gross negligence or bad faith or as a result of any inaccuracy of a representation or warranty of the Owner Trustee contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Depositor written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (ciii) while maintaining control over its own defense, such Certificateholder the Depositor shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Depositor shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Depositor which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02, the Owner Trustee's ’s, the Certificate Registrar’s or the Certificate Paying Agent’s choice of legal counsel, if other than the legal counsel retained by the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesDepositor, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent and with the consent of the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Depositor has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Trust shall indemnify, defend and hold harmless reimburse the Owner Trustee and its successorsagents (including the Certificate Registrar and the Paying Agent), assignscounsel, agents accountants and servants experts directly related to its services hereunder (collectively, the "“Indemnified Parties"”) from for, and the Trust will indemnify such Indemnified Parties against, any and all liabilities, obligations, lossescosts, damages, taxesloss, claimsliability or expense (including but not limited to, actions all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services, including the Indemnified Parties’ reasonable compensation and suitsexpenses, disbursements and advances. any and all costs related to amendments, supplements and petitioning any court, and any reasonable attorneys’ fees and all expenses (including, but not limited to, reasonable costslegal fees, costs and expenses, and including any such reasonable fees, costs and expenses and disbursements incurred in connection with any enforcement (including reasonable legal fees and expensesany action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Trust) of any kind and or nature whatsoever (collectively, "“Expenses") ”), which may at any time be imposed on, incurred by, by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, connection with the administration of the Trust Estate and the performance of its duties hereunder. An Indemnified Party shall notify the Administrator and the Trust promptly of any claim for which it may seek indemnity. Failure by an Indemnified Party to so notify the Administrator and the Trust shall not relieve the Trust of its obligations hereunder, except to the extent such failure shall adversely affect the Trust’s defenses in respect thereof. In case any action is brought against an Indemnified Party under this Section 8.02 and it notifies the Administrator of the commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and the Administrator will not be liable to the Indemnified Party under this Section for any legal or other Expenses subsequently incurred by the action Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The Trust need not reimburse any Expense or inaction of indemnify against any costs, damages, loss, liability or expense incurred by the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from through the Owner Trustee's ’s own willful misconduct, gross negligence or bad faith to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or as a result verdict not subject to appeal, and until such determination, an Indemnified Party shall be entitled to indemnification hereunder. The provisions of any inaccuracy this Section 8.02 shall survive the termination or assignment of a representation this Agreement and the resignation or warranty contained in Section 6.03 expressly made by removal of the Owner Trustee; (b) with respect . The Depositor shall cause the Administrator to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement make prompt payment of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant unpaid amounts due to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection respect of fees, expenses and indemnification amounts not otherwise paid by the Trust on a Payment Date in accordance with the execution and delivery terms of this Trust Agreement, shall be subject to the approval Section 1(a)(ii) of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeAdministration Agreement.

Indemnification. The Certificateholder of Trust agrees, to the majority of the Percentage Interest of the Certificates shall indemnifyfullest extent permitted by applicable law, defend to assume liability for, and hold hereby indemnifies and holds harmless the Owner Trust Company, its officers, directors and employees and the Delaware Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, against any and all liabilities, obligations, losses, damages, taxes, claims, actions and actions, suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, by or asserted at any time against the Owner Trust Company, its officers, directors and employees or the Delaware Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, any of the properties included therein, the acceptance, termination or administration of the Trust Estate or the Trust or any action or inaction of the Owner Delaware Trustee hereunder; providedor the Trust hereunder or under the Transaction Documents or any other agreement contemplated by any of the foregoing or any certificate of a Certificateholder, that: (a) such Certificateholder except only that the Trust shall not be liable required so to assume liability for any of the matters described in the seventh sentence of Section 6.01 hereof and provided that the Trust and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, such costs expenses or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result disbursements of any inaccuracy kind shall be direct and primary and not that of a representation or warranty contained in Section 6.03 expressly made guarantor. If any item assumed by the Owner Trustee; (b) with respect Trust under this Section 7.02 is also subject to indemnification by another party to any such claimof the documents specifically referenced herein, the Indemnified Party Trust Company or the Delaware Trustee shall have given first make demand on such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, party for indemnification of any such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder item but shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldobligated to exhaust its remedies thereunder. The indemnities contained in this Section 7.02 shall survive the resignation or removal of the Delaware Trustee and shall survive the termination of the Owner Trustee or the termination of Trust and this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution Such indemnification and delivery of this Trust Agreement, reimbursement shall be subject to paid solely from the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteePayments as set forth in Section 4.01(b) hereof.

Indemnification. The Certificateholder Borrower shall indemnify and hold harmless, within 30 days after receipt of demand therefor (with a copy to the Administrative Agent), each Secured Party for all Indemnified Taxes and Other Taxes (including any Indemnified Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.17) paid by such Secured Party and any Liabilities arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate of the majority Secured Party (or of the Percentage Interest Administrative Agent on behalf of such Secured Party) claiming any compensation under this Section 2.17(d), setting forth the amounts to be paid thereunder, together with reasonable supporting documentation of the Certificates imposition of such Indemnified Tax or Other Tax, shall indemnifybe delivered to the Borrower with copy to the Administrative Agent, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectivelyshall be conclusive absent manifest error. In determining such amount, the "Administrative Agent and such Secured Party may use any reasonable averaging and attribution methods. If the Borrower reasonably believes that any such Indemnified Parties") from and againstTaxes or Other Taxes have been incorrectly imposed, any and all liabilitiesthe Borrower may request that the relevant Secured Party contest such imposition by the relevant Governmental Authority at the Borrower’s expense (so long as such efforts would not, obligationsin the sole determination of such Secured Party, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party result in any way relating unreimbursed costs or expenses or be otherwise materially disadvantageous to it) and, if such Secured Party successfully contests such imposition and receives a refund therefor, such Secured Party shall use such refund to reimburse the Borrower for the amount of such Indemnified Taxes or arising out of this Trust Agreement, Other Taxes paid by the other Basic Documents, Borrower to the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunderextent provided by Section 2.17(g); provided, that: (a) such Certificateholder that the Borrower shall not be liable for or required to indemnify an Indemnified Party relieved from its reimbursement and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of indemnification obligations under this Section 2.17(d) during any inaccuracy of a representation or warranty contained in such contest. Any amounts payable under this Section 6.03 expressly 2.17(d) shall be paid within 10 business days after written demand is made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trusteea Secured Party.

Indemnification. (a) The Certificateholder Depositor shall be liable as prime obligor for, and shall indemnify the Co-Trustees, The Bank of the majority New York and The Bank of the Percentage Interest of the Certificates shall indemnify, defend New York (Delaware) and hold harmless the Owner Trustee and its their respective successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee Co-Trustees, The Bank of New York and The Bank of New York (Delaware) or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder provided that the Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from (i) the Owner TrusteeIndemnified Party's own willful misconduct, negligence or bad faith or as a result negligence, or (ii) the inaccuracy of any inaccuracy of a representation or warranty contained in Section 6.03 7.3 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldParty. The indemnities contained in this Section 8.2 shall survive the resignation or termination of the Owner Trustee Co-Trustees or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.028.2, the Owner Trustee's Co-Trustees' choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesDepositor, which approval shall not be unreasonably withheld. (b) The Depositor's obligations under this Section 8.2 are obligations solely of the Depositor and shall not constitute a claim against the Depositor to the extent that the Depositor does not have funds sufficient to make payment of such obligations. In additionfurtherance of and not in derogation of the foregoing, upon written notice the Indemnified Parties acknowledge and agree that they shall have no right, title or interest in or to the Owner Trustee and with the consent Other Assets of the Owner TrusteeDepositor. To the extent that, which consent shall not be unreasonably withheldnotwithstanding the agreements and provisions contained in the preceding sentence, the Certificateholder any Indemnified Party (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the majority Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then such Indemnified Party further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full, which, under the terms of the Percentage Interest relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Depositor), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Certificates Bankruptcy Code. Each Indemnified Party further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.2(f) and the terms of this Section 6.2(f) may be enforced by an action for specific performance. The provision of this Section 6.2(f) shall have be for the right third party benefit of those entitled to assume rely thereon and shall survive the defense termination of any Proceeding against the Owner Trusteethis Agreement.

Indemnification. The Certificateholder Caneum agrees that if the Consultant is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the majority fact that the Consultant is or was a consultant, agent or representative of the Percentage Interest of the Certificates shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred byCaneum, or asserted against is or was serving at the Owner Trustee or any Indemnified Party in any way relating to or arising out request of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or Caneum as a result member, consultant, agent or representative of any inaccuracy of a representation another corporation, partnership, limited liability company, joint venture, trust or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) other enterprise, including service with respect to any benefit plans, whether or not the basis of such claimProceeding is the Consultant’s alleged action in an official capacity while serving as a member, consultant, representative or agent, the Consultant shall be Indemnified Party shall have given such Certificateholder written notice thereof promptly after and held harmless by Caneum to the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult fullest extent permitted or authorized by Caneum’s articles of incorporation and bylaws. To the extent consistent with the Indemnified Party in preparing foregoing, this obligation to indemnify the Consultant and hold Consultant harmless shall continue even if he has ceased to be a member, consultant , representative or agent of Caneum or other such defense; and (d) notwithstanding anything in this Trust Agreement entity described above, and shall inure to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination benefit of the Owner Trustee or Consultant’s successors. Caneum shall advance to the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained Consultant all reasonable costs and expenses incurred by the Owner Trustee Consultant in connection with a Proceeding within ten (10) days after receipt by Caneum of a written request for such advance. Such request shall include an undertaking by the execution Consultant to repay the amount of such advance if it shall ultimately be determined by a final court of law having jurisdiction, that the Consultant is not entitled to be indemnified against such costs and delivery expenses. Neither the failure of this Trust AgreementCaneum (including its Board, independent legal counsel or stockholders) to have made a determination before such Proceeding concerning payment of amounts claimed by the Consultant under the paragraph above that indemnification of the Consultant is proper because Consultant has met the applicable standards of conduct, nor a determination by Caneum (including its Board, independent legal counsel or stockholders) that the Consultant has not met such applicable standards of conduct, shall create a presumption that the Consultant has not met the applicable standards of conduct. Consultant understands and acknowledges that Caneum may be subject required in the future to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and undertake with the consent Securities and Exchange Commission to submit in certain circumstances the question of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder indemnification to a court for a determination of the majority of the Percentage Interest of the Certificates shall have the Caneum’s right under public policy to assume the defense of any Proceeding against the Owner Trusteeindemnify Consultant.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnifybe liable as primary obligor for, defend and hold harmless shall indemnify the Owner Trustee Trustee, the Certificate Registrar, the Paying Agent and its their successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suitssuits of any kind and nature whatsoever, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever related thereto (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder except only that the Depositor shall not be liable for or required to indemnify an Indemnified Party the Owner Trustee from and against Expenses arising or resulting from any of the Owner Trustee's willful misconduct, negligence or bad faith or as a result matters described in the third sentence of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld7.1. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In Notwithstanding anything set forth in this Section 8.2, the event Depositor shall only be required to indemnify the parties listed in this Section 8.2 to the extent of any Proceeding Available Funds remaining following distributions made pursuant to clauses (i) through (ix) of Section 5.6(a) of the Sale and Servicing Agreement (the “Depositor Indemnification Cap”); provided, however, that if the aggregate amount of indemnification for which indemnity may the Depositor would otherwise be sought pursuant required to indemnify the parties listed in this Section 7.028.2 exceeds the Depositor Indemnification Cap, Franklin Capital Corporation shall indemnify the Owner Trustee's choice of legal counsel, if other than parties listed in this Section 8.2 for the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withhelddifference. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent indemnification provided herein shall not be unreasonably withheldconstitute a claim against the Depositor (provided, however, that, as set forth in this paragraph, the Certificateholder of Indemnified Parties shall be entitled to receive indemnification from the majority of Depositor in an amount not to exceed the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeDepositor Indemnification Cap).

Indemnification. The Certificateholder holder of the majority of the Certificate Percentage Interest of the Certificates shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder; , provided, that: : (a) such Certificateholder i the holder of the majority of the Certificate Percentage Interest of the Certificates shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; ; (b) ii with respect to any such claim, the Indemnified Party shall have given such Certificateholder the holder of the majority of the Certificate Percentage Interest of the Certificates written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. (a) The Certificateholder Fund agrees to indemnify, defend and hold harmless BNYM and its affiliates, and to indemnify and hold harmless the Custodian and its affiliates in connection with services it provides pursuant to Section 3(a)(12), and the respective directors, trustees, officers, agents and employees of each, from any Loss and any reasonable attorneys' fees, court costs and other reasonable out-of-pocket costs and expenses incurred by such indemnified party related to any Claim arising from: (a) any material breach of duties by the Fund, Fund contractor or subcontractor in connection with activities contemplated by this Agreement (b) conduct of BNYM as agent of the majority Fund not constituting a breach of its Standard of Care; (c) conduct of BNYM pursuant to a Fund Communication provided BNYM's performance of the Percentage Interest conduct shall remain subject to the Standard of Care; (d) a course of conduct taken by BNYM pursuant to Section 10(i) due to a Response Failure; and (e) a Fund Error. BNYM shall have no liability to the Certificates Fund or any person claiming through the Fund for any Loss caused in whole or in part by any conduct described in the preceding sentence. This Section 12(a) shall survive termination of this Agreement. (b) BNYM agrees to indemnify, defend and hold harmless the Owner Trustee Fund and its successorsaffiliates, assignsdirectors, agents and servants (collectivelytrustees, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suitsofficers, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against employees in connection with the Owner Trustee or any Indemnified Party in any way relating services BNYM provides pursuant to or arising out of this Trust Agreement, the from any Loss and any reasonable attorneys' fees, court costs and other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: reasonable out-of-pocket costs and expenses incurred by such indemnified party related to any Claim arising from: (a) such Certificateholder shall not be liable for any material breach of duties by BNYM, BNYM contractor or required to indemnify an Indemnified Party from subcontractor in connection with activities contemplated by this Agreement; and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) any conduct of BNYM constituting a breach of its Standard of Care; provided however, BNYM shall have no obligation under this Section 12(b) with respect to any such claimLosses, attorneys' fees, court costs, and other reasonable out-of-pocket costs and expenses related to any Claim arising from the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (cFund's intentional misconduct or material breach of activities contemplated by this Agreement. This Section 12(b) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Trust Depositor shall indemnifybe liable as primary obligor for, defend and hold hereby indemnifies and holds harmless the Owner Trustee and the Delaware Trustee (including in their individual capacities) and its successors, assigns, agents assigns and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, by or asserted against the Owner Trustee and the Delaware Trustee or any other Indemnified Party in any way relating to or arising out of this Trust Agreement, the any other Basic DocumentsTransaction Document, the Trust EstateAssets, the administration of the Trust Estate Assets or the action or inaction of the Owner Trustee and the Delaware Trustee hereunder; provided, that: (a) such Certificateholder however, the Trust Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.01; provided, further, that the liability of the Trust Depositor under this Section shall be limited to the assets of the Trust Depositor and any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets and such indemnity payments, if unpaid, do not constitute a general recourse claim against the Trust. The indemnities contained in this Section shall survive the resignation, removal or termination of the Owner Trustee or the termination of this Agreement or the Trust. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Owner Trustee's willful misconduct, negligence or bad faith or as a result choice of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party legal counsel shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement be subject to the contrary, such Certificateholder shall not be liable for settlement approval of any claim by an Indemnified Party entered into without the prior consent of such CertificateholderTrust Depositor, which consent approval shall not be unreasonably withheld. The indemnities contained in this Section shall be in addition to the indemnities provided by the Servicer pursuant to the Pooling Agreement and the Administrator pursuant to the Administration Agreement. The Trust Depositor hereby agrees to advance to each Indemnified Party Expenses (including reasonable fees and expenses of counsel) incurred by such Indemnified Party, in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Trust Depositor of an undertaking, by or on behalf of such Indemnified Party, to repay such amount if it shall be determined that such Indemnified Party is not entitled to be indemnified therefor under this Section 8.02. Notwithstanding any provision in this Agreement or any other Transaction Document to the contrary, the obligations of the Trust Depositor under this Section 8.02 shall survive the resignation or termination removal of any trustee of the Owner Trustee or Trust, shall survive the termination of this Trust Agreement. In Agreement and the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval termination of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeTrust.

Indemnification. The Certificateholder holder of the majority of the Certificate Percentage Interest of the Certificates shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder; , provided, that: (ai) such Certificateholder the holder of the majority of the Certificate Percentage Interest of the Certificates shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the holder of the majority of the Certificate Percentage Interest of the Certificates written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (ciii) while maintaining control over its own defense, such Certificateholder the holder of the majority of the Certificate Percentage Interest of the Certificates shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the holder of the majority of the Certificate Percentage Interest of the Certificates shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the holder of the majority of the Certificate Percentage Interest of the Certificates which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder holder of the majority of the Certificate Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, Trustee which consent shall not be unreasonably withheld, the Certificateholder holder of the majority of the Certificate Percentage Interest of the Certificates shall have has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, and their respective successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, hereunder; , provided, that: (ai) such Certificateholder the Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's, the Certificate Registrar's or the Certificate Paying Agent's willful misconduct, gross negligence or bad faith or as a result of any inaccuracy of a representation or warranty of the Owner Trustee contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Depositor written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof;, (ciii) while maintaining control over its own defense, such Certificateholder the Depositor shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Depositor shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Depositor which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02, the Owner Trustee's, the Certificate Registrar's or the Certificate Paying Agent's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesDepositor, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent and with the consent of the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Depositor has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent.

Indemnification. The Certificateholder of To the majority of fullest extent permitted by law, the Percentage Interest of Transferor will be liable, as primary obligor for, and will indemnify the Certificates shall indemnify, defend and hold harmless the Owner Trustee Bank and its successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Transaction Documents, the Trust Estate, the acceptance and administration of the Trust Estate or the action or inaction of the Owner Trustee or the Trustee Bank hereunder; provided, that: (a) such Certificateholder shall provided that the Transferor will not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.01; provided further that the Transferor will not be liable for or required to indemnify an Indemnified Party from and against Expenses expenses arising or resulting from (i) the Owner Trustee's Indemnified Party’s own willful misconduct, negligence or bad faith or as a result negligence, or (ii) the inaccuracy of any inaccuracy of a representation or warranty contained in Section 6.03 expressly 7.03 made by the Owner Trustee; (b) with respect to Indemnified Party. In case any such claimaction, investigation or proceeding will be brought involving an Indemnified Person, the Indemnified Party shall Transferor will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Trustee Bank will have given the right to employ separate counsel in any such Certificateholder written notice action, investigation or proceeding and to participate in the defense thereof promptly after and the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent reasonable counsel fees and expenses of such Certificateholder, which consent shall not counsel will be unreasonably withheld. The indemnities contained in this Section shall survive paid by the resignation or termination of the Owner Trustee or the termination of this Trust AgreementTransferor. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.028.02, the Owner Trustee's Trustee Bank’s choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall will be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesBeneficiary, which approval shall will not be unreasonably withheld. In addition, upon written notice Except to the Owner Trustee and with the consent extent specifically provided in Section 6.02 of the Owner TrusteeIndenture, which consent shall the payment of such indemnified amounts will not be unreasonably withheld, the Certificateholder a recourse obligation of the majority Issuer. The indemnification set forth herein will survive the termination of this Agreement and the resignation or removal of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeTrustee Bank.

Indemnification. The Certificateholder Holder of the majority of the Percentage Interest of the Certificates Designated Certificate shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") " which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, PROVIDED, that: (ai) such Certificateholder the Holder of the Designated Certificate shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Holder of the Designated Certificate written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (ciii) while maintaining control over its own defense, such Certificateholder the Holder of the Designated Certificate shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Holder of the Designated Certificate shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Holder of the Designated Certificate which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02Section, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder Holder of the majority of the Percentage Interest of the CertificatesDesignated Certificate, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, Trustee which consent shall not be unreasonably withheld, the Certificateholder Holder of the majority of the Percentage Interest of the Certificates shall have Designated Certificate has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee.

Indemnification. The Certificateholder Holder of the majority of the Percentage Interest of the Certificates Designated Certificate shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder; , provided, that: (ai) such Certificateholder the Holder of the Designated Certificate shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's ’s willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Holder of the Designated Certificate written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (ciii) while maintaining control over its own defense, such Certificateholder the Holder of the Designated Certificate shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Holder of the Designated Certificate shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Holder of the Designated Certificate which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02Section, the Owner Trustee's ’s choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder Holder of the majority of the Percentage Interest of the CertificatesDesignated Certificate, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, Trustee which consent shall not be unreasonably withheld, the Certificateholder Holder of the majority of the Percentage Interest of the Certificates shall have Designated Certificate has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such the Certificateholder of the majority of the Percentage Interest of the Class SB Certificates shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such the Certificateholder of the majority of the Percentage Interest of the Class SB Certificates written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. The Certificateholder Adviser agrees to indemnify and hold harmless Sub-Adviser, its officers, directors, agents and employees from any and all liability or expense, including attorneys' fees and disbursements, arising from any demand, claim, suit or other matter, including without limitation a regulatory agency inquiry or investigation, settlement or similar arrangement agreed to in lieu of commencement of litigation or any similar proceeding, arising from the majority of the Percentage Interest of the Certificates shall indemnifyAdviser's misfeasance, defend bad faith, or failure to perform its duties under this Agreement. The Sub-Adviser agrees to indemnify and hold harmless the Owner Trustee and Adviser, its successorsofficers, assignsdirectors, agents and servants (collectively, the "Indemnified Parties") employees from and against, any and all liabilitiesliability or expense, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal attorneys' fees and expenses) disbursements, arising from any demand, claim, suit or other matter, including without limitation a regulatory agency inquiry or investigation, settlement or similar arrangement agreed to in lieu of commencement of litigation or any similar proceeding, arising from the Sub-Adviser's misfeasance, bad faith, or failure to perform its duties under this Agreement. A party seeking indemnification under this Agreement shall promptly give notice to the other party of any kind and nature whatsoever litigation, proceeding, investigation or inquiry (collectively, the "ExpensesAction") for which indemnification may be claimed hereunder. The indemnified party will be entitled, at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration sole expense and liability of the Trust Estate or the action or inaction indemnifying party, to exercise full control of the Owner Trustee hereunder; provideddefense, that: compromise or settlement of any such Action, unless the indemnifying party, within a reasonable time after the giving of such notice by the indemnified person, (a) admits in writing to the indemnified person the indemnifying party's liability to the indemnified person for such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from Action under the Owner Trustee's willful misconductterms hereof, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect notifies the indemnified person in writing of the indemnifying party's intention to any assume such claimdefense, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; and (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement retains legal counsel reasonably satisfactory to the contrary, indemnified person to conduct the defense of such Certificateholder shall not be liable Action. No indemnified person will settle or compromise any such Action for settlement of any claim by an Indemnified Party entered into which it is entitled to indemnification under this Agreement without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trusteeindemnifying party, which consent shall not be unreasonably withheldunless the indemnifying party has failed, after reasonable notice, to undertake control of such Action in the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trusteemanner provided in this Section.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, and their respective successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable reason able legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, hereunder; , provided, that: (ai) such Certificateholder the Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's or the Certificate Paying Agent's willful misconduct, gross negligence or bad faith or as a result of any inaccuracy of a representation or warranty of the Owner Trustee contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Depositor written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (ciii) while maintaining control over its own defense, such Certificateholder the Depositor shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Depositor shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Depositor which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the Certificate Paying Agent or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02, the Owner Trustee's or the Certificate Paying Agent's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee or the Certificate Paying Agent in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesDepositor, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee or the Certificate Paying Agent and with the consent of the Owner Trustee, Trustee or the Certificate Paying Agent which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Depositor has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner TrusteeTrustee or the Certificate Paying Agent.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates shall Seller agrees to indemnify, defend and hold harmless the Owner Trustee Trust Depositor, its officers, directors, employees and its successors, assigns, agents and servants (collectively, the "any one of which is an “Indemnified Parties"Party”) from and against, against any and all liabilities, obligationsclaims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, taxesnot consequential, claimsspecial or punitive damages), actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of related costs and any kind other reasonable costs, fees and nature whatsoever (collectively, "Expenses") which expenses that such Person may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or sustain as a result of any inaccuracy the Seller’s fraud or the failure of a representation the Seller to perform its duties in compliance in all material respects with the terms of this Agreement, except to the extent arising from gross negligence, willful misconduct or warranty contained in Section 6.03 expressly made fraud by the Owner Trustee; (b) with respect to any Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Seller if such Person receives a complaint, claim, the Indemnified Party shall have given compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement relieve the Seller of any claim by an Indemnified Party entered into without its indemnification obligations hereunder unless the prior consent Seller is deprived of such Certificateholder, which consent shall not be unreasonably withheldmaterial substantive or procedural rights or defenses as a result thereof. The indemnities contained in this Section Seller shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and assume (with the consent of the Owner TrusteeIndemnified Party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Indemnified Party in respect of such claim. If the consent shall not be of the Indemnified Party required in the immediately preceding sentence is unreasonably withheld, the Certificateholder Seller shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 7.01 shall not be interpreted to provide recourse to the Seller against loss by reason of the majority bankruptcy, insolvency or lack of the Percentage Interest creditworthiness of the Certificates an Obligor with respect to an Initial Loan, Substitute Loan or Additional Loan. The Seller shall have no liability for making indemnification hereunder to the right to assume the defense of extent any Proceeding against the Owner Trusteesuch indemnification constitutes recourse for uncollectible or uncollected Initial Loans, Substitute Loans or Additional Loans.

Indemnification. The Certificateholder Certificateholders of the majority of the Percentage Interest of the Certificates shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, however, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Registrar and Certificate Paying Agent, and their respective successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, hereunder; , provided, that: (ai) such Certificateholder the Depositor shall not be liable for or required to indemnify an Indemnified Party Party, as applicable, from and against Expenses arising or resulting from the Owner Trusteesuch Indemnified Party's own willful misconduct, gross negligence or bad faith or or, as to the Owner Trustee, as a result of any inaccuracy of a representation or warranty of the Owner Trustee contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Depositor written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; provided, however, that failure to give such notice shall not affect the indemnification of the Indemnified Party except to the extent the Depositor is materially prejudiced by such failure; (ciii) while maintaining control over its own defense, such Certificateholder the Depositor shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Depositor shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Depositor which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent and with the consent of the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Depositor has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties"i) Licensor agrees to indemnify Licensee from and against, any and all liabilities, obligations, lossesthird party claims, damages, taxeslosses or expenses (including without limitation, punitive damages, court costs, arbitration fees, penalties, fines, amounts paid in settlement of claims, and reasonable legal fees) (hereinafter referred to as the “Losses”) which Licensee or any of its respective officers or directors, may become liable for as a result of, or in connection with, any third party claim asserted against Licensee to the extent such claim is based upon a contention that the Technology, or any portion thereof, used within the scope of this Agreement infringes any patents, copyrights, trade secrets, trademarks or other intellectual property rights of any third party; provided that Licensee has notified Licensor in writing of such claim within ten (10) days of a responsible officer of Licensee becoming aware of such claim. Licensee agrees that Licensor has the right to defend the foregoing claims; and provided further that if Licensee has notified Licensor in writing of such claim and Licensor does not take reasonable actions to vigorously defend such claims within ten (10) days of such notice, Licensee may defend such actions in the place and suitsstead of, and at the expense of, Licensor, with Licensee being entitled to reimbursement of the costs reasonably incurred in so doing and/or to deduct such costs from outstanding and/or future Royalty payments. (ii) Licensor agrees to indemnify Licensee from any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") Losses which may at any time be imposed on, incurred by, or asserted against the Owner Trustee Licensee or any Indemnified Party in any way relating to of its respective officers or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be directors may become liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of, or in connection with, any third party claim asserted against Licensee to the extent such claim is based upon a use or application of the Technology by any inaccuracy party other than Licensee; provided that Licensee has notified Licensor in writing of such claim within ten (10) days of a representation or warranty contained responsible officer of Licensee becoming aware of such claim. Licensee agrees that Licensor has the right to defend the foregoing claims; provided that if Licensee has notified Licensor in Section 6.03 expressly made by writing of such claim and Licensor does not take reasonable actions to vigorously defend such claims within ten (10) days of such notice, Licensee may defend such actions in the Owner Trustee;place and stead of, and at the expense of, Licensor, with Licensee being entitled to reimbursement of the costs reasonably incurred in so doing and/or to deduct such costs from outstanding and/or future Royalty payments. (biii) with respect Subject to paragraphs (i) and (ii) of this Section 8, Licensee agrees to indemnify Licensor from any and all Losses which Licensor or any of its respective officers or directors may become liable for as a result of, or in connection with, any third party claim asserted against Licensor to the extent such claimclaim is based upon Licensee’s operation or exploitation of the Technology within the Use, or Licensee’s use of the Indemnified Party shall have given Technology in material breach of this Agreement. Licensor agrees that Licensee has the right to defend the foregoing claims; provided that if Licensor has notified Licensee in writing of such Certificateholder written notice thereof promptly after claim and Licensee does not take reasonable actions to vigorously defend such claims within ten (10) days of such notice, Licensor may defend such actions in the Indemnified Party shall have actual knowledge thereof;place and stead of, and at the expense of, Licensee. (civ) while maintaining control over If the Technology or any portion thereof is held to constitute an infringement of another Person’s rights, and use thereof is enjoined, Licensor shall, at its own defenseelection and expense, such Certificateholder shall consult with either: a. procure the Indemnified Party in preparing such defenseright to use the infringing element of the Technology; or b. replace or modify the element of the Technology, so that the infringing portion is no longer infringing and still performs the same function without any material loss of functionality; and (d) notwithstanding anything in this Trust Agreement c. make every reasonable effort to correct the contrarysituation with minimal effect upon the operations of Licensee. Notwithstanding the foregoing, such Certificateholder Licensor shall not be liable have no liability for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholderinfringement based on Use of other than a current, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination unaltered release of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, Technology available from Licensor if other than the legal counsel retained such infringement would have been avoided by the Owner Trustee in connection with the execution and delivery use of this Trust Agreementa current, shall be subject to the approval unaltered release of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeTechnology.

Indemnification. The Certificateholder of (a) To the majority of fullest extent permitted by law, the Percentage Interest of Administrator and, subject to the Certificates shall indemnifylimitations below, defend and hold harmless the Owner Issuer, will indemnify the Delaware Trustee and its successors, assigns, directors, officers, employees and agents and servants (collectively, the "Indemnified Parties" and each, an "Indemnified Party") from and against, against any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses and including without limitation, reasonable attorney's fees and expenses, court costs and other legal expenses incurred in connection with any claim, action or suit brought by an Indemnified Party against the Issuer or the Administrator for enforcement of this indemnification obligation) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Delaware Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Transaction Documents, the Notes or Certificates, the Trust Estate, the formation, operation, dissolution or termination of the Issuer, the administration of the Trust Estate or the action or inaction of the Owner Delaware Trustee hereunder; provided, that: (a) such Certificateholder shall or the action or inaction of the Issuer or any other transaction party except only that the Administrator will not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from finally determined by a court of competent jurisdiction to be the Owner Trusteeresult of such Indemnified Party's negligence, willful misconduct, negligence misconduct or bad faith or as a result in the performance of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldduties hereunder. The indemnities contained in this Section shall will survive the resignation or termination removal of the Owner Delaware Trustee or and the termination of this Trust Agreement. In the event Notwithstanding any other provisions of any Proceeding for which indemnity may be sought pursuant to this Section 7.02Agreement, the Owner Trustee's choice obligation of legal counselthe Issuer to so indemnify the Indemnified Parties as set forth above will be satisfied only from remaining assets of the Trust Estate following the final payment of all amounts due and payable in accordance with the Indenture, if the payment of all amounts payable by the Issuer under the Collateral Administration Agreement and the final payment of all amounts payable in respect of the outstanding Certificates (other than the legal counsel retained Ownership Certificates), but prior to the final distribution to the Directing Certificateholder of any assets of the Trust Estate otherwise remaining, it being further understood that any such indemnities will be payable only to the extent not otherwise paid by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval Administrator. (b) Each of the Certificateholder Certificate Registrar and the Certificate Paying Agent, each in its individual capacity and in its capacity as Certificate Registrar and Certificate Paying Agent (including any successor Certificate Registrar or Certificate Paying Agent, as applicable, under this Agreement), respectively, and their respective officers, directors, employees and agents will be entitled to all rights of indemnification afforded the majority of Indenture Trustee under the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeIndenture.

Indemnification. The Certificateholder of Owners shall be jointly and severally liable for, and hereby agree to indemnify the majority of the Percentage Interest of the Certificates shall indemnify, defend and hold harmless the Owner Trustee Wilmington Trust Company and its successors, assigns, agents and servants (collectively, the "Indemnified PartiesPersons") ), from and against, any and all liabilities, obligations, losses, damages, taxestaxes (other than taxes incurred as the result of the payment of fees and expenses pursuant to Section 8.01 hereof), claims, actions and actions, suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, by or asserted at any time against the Owner Trustee Indemnified Persons (whether or any Indemnified Party not indemnified against by other parties) in any way relating to or arising out of this Trust Agreement, the other Eligible Lender Trust Agreement (Issuer), any Basic Documents, the Trust EstateDocument, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder except only that the Owners shall not be liable for or required to indemnify an Indemnified Party from and against the Wilmington Trust Company for Expenses arising or resulting from any of the Owner Trustee's willful misconductmatters described in the second sentence of Section 7.01. To the fullest extent permitted by law, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect Expenses to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim incurred by an Indemnified Party entered into without Person shall, from time to time, be advanced by, or on behalf of, the Owners prior consent to the final disposition of any matter upon receipt by the Owners of an undertaking by, or on behalf of, such Certificateholder, which consent Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be unreasonably withheldindemnified under this Agreement. The obligations of the Owners pursuant to this Section 8.02 shall be borne (as between the Owners inter se) in proportion to their respective Ownership Percentages. The indemnities contained in this Section 8.02 shall survive the resignation or termination removal of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to The indemnities contained in this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject 8.02 extend only to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval Wilmington Trust Company in its individual capacity and shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent construed as indemnities of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeTrust Estate.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnifybe liable as primary obligor for, defend and hold harmless shall indemnify the Owner Trustee and its officers, directors, successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses, including legal fees, costs and expenses incurred in connection with enforcement of its indemnification rights hereunder) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Holding Trust Estate, the administration of the Owner Holding Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder except only that the Depositor shall not be liable for or required to indemnify an Indemnified Party the Owner Trustee from and against Expenses arising or resulting from any of the Owner Trustee's willful misconduct, negligence or bad faith or as a result matters described in the third sentence of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld6.1. The indemnities contained in this Section and the rights under Section 7.1 shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the any event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02Section, the Owner Trustee's ’s choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, Depositor which approval shall not be unreasonably withheld. In addition, upon written notice To the extent any such Expenses due to the Owner Trustee and with or other Indemnified Party hereunder shall not have been paid or reimbursed by the consent Depositor pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable, within ninety (90) days after receipt by the Depositor and Exeter of a detailed invoice in respect thereof, Exeter shall promptly pay the Owner TrusteeTrustee or such other Indemnified Party for any such unpaid Expenses. If, which consent shall not be unreasonably withheldsubsequent to any such payment by Xxxxxx to the Owner Trustee or other Indemnified Party described in the immediately preceding sentence, the Certificateholder Owner Trustee or such other Indemnified Party receives payment or reimbursement in respect of the majority of related Expenses, in part or in full, from the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against Depositor, then the Owner TrusteeTrustee or such other Indemnified Party shall promptly refund Exeter for the amount of such payment or reimbursement received from the Depositor on such subsequent date.

Indemnification. The Certificateholder of (a) To the majority of fullest extent permitted by law, the Percentage Interest of Administrator and, subject to the Certificates shall indemnifylimitations below, defend and hold harmless the Owner Issuer, will indemnify the Delaware Trustee and its successors, assigns, directors, officers, employees and agents and servants (collectively, the "Indemnified Parties" and each, an "Indemnified Party") from and against, against any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses and including without limitation, reasonable attorney's fees and expenses, court costs and other legal expenses incurred in connection with any claim, action or suit brought by an Indemnified Party against the Issuer or the Administrator for enforcement of this indemnification obligation) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Delaware Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Transaction Documents, the Notes or Certificates, the Trust Estate, the formation, operation, dissolution or termination of the Issuer, the administration of the Trust Estate or the action or inaction of the Owner Delaware Trustee hereunder; provided, that: (a) such Certificateholder shall or the action or inaction of the Issuer or any other transaction party except only that the Administrator will not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from finally determined by a court of competent jurisdiction to be the Owner Trusteeresult of such Indemnified Party's negligence, willful misconduct, negligence misconduct or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldfaith. The indemnities contained in this Section shall will survive the resignation or termination removal of the Owner Delaware Trustee or and the termination of this Trust Agreement. In the event Notwithstanding any other provisions of any Proceeding for which indemnity may be sought pursuant to this Section 7.02Agreement, the Owner Trustee's choice obligation of legal counselthe Issuer to so indemnify the Indemnified Parties as set forth above will be satisfied only from remaining assets of the Trust Estate following the final payment of all amounts due and payable in accordance with the Indenture, if the payment of all amounts payable by the Issuer under the Collateral Administration Agreement and the final payment of all amounts payable in respect of the outstanding Certificates (other than the legal counsel retained Ownership Certificates), but prior to the final distribution to the Directing Certificateholder of any assets of the Trust Estate otherwise remaining, it being further understood that any such indemnities will be payable only to the extent not otherwise paid by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval Administrator. (b) Each of the Certificateholder Certificate Registrar and the Certificate Paying Agent, each in its individual capacity and in its capacity as Certificate Registrar and Certificate Paying Agent (including any successor Certificate Registrar or Certificate Paying Agent, as applicable, under this Agreement), respectively, and their respective officers, directors, employees and agents will be entitled to all rights of indemnification afforded the majority of Indenture Trustee under the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeIndenture.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates shall indemnify, defend Company agrees to indemnify and hold harmless the Owner Trustee Citi, its employees, agents, directors, officers and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") nominees from and against, against any and all claims, demands, actions, suits, judgments, liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, charges, counsel fees and other expenses and disbursements (including reasonable legal fees and investigation expenses) of any kind every nature and nature whatsoever character (collectively, "Expenses"“Losses”) which may at any time be imposed on, incurred by, arising out of or asserted against the Owner Trustee or any Indemnified Party in any way relating to Citi’s actions taken or omissions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to Citi by the Company, the investment adviser, or custodian thereof; provided that this indemnification shall not apply to actions or omissions of Citi in cases of its own bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. Citi shall indemnify, defend, and hold the Company, its employees, agents, directors, officers and nominees harmless from and against any and all Losses arising out of this Trust Agreementor in any way relating to Citi’s willful misfeasance, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The indemnification rights under this Section 10 are subject to the limitations of liability in Section 7 of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any inaccuracy of a representation pending or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any such claimcase a party may be asked to indemnify or hold the other party harmless, the Indemnified Party indemnifying party shall have given be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such Certificateholder written notice thereof promptly after a claim for indemnification against the Indemnified Party indemnifying party, but failure to do so in good faith shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with not affect the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement rights hereunder except to the contraryextent the indemnifying party is materially prejudiced thereby. As to any matter eligible for indemnification, such Certificateholder an indemnified party shall act reasonably and in accordance with good faith business judgment and shall not be liable for effect any settlement of any claim by an Indemnified Party entered into or confess judgment without the prior consent of such Certificateholderthe indemnifying party, which consent shall not be unreasonably withheldwithheld or delayed unreasonably. The indemnities contained in this Section indemnifying party shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant entitled to this Section 7.02, the Owner Trustee's choice of legal counselparticipate at its own expense or, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreementit so elects, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against suit brought to enforce any claims subject to this indemnity provision. If the Owner Trusteeindemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. The indemnifying party shall not effect any settlement without the consent of the indemnified party unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party and relieves the indemnified party of all fault. If the indemnifying party does not elect to assume the defense of suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the indemnified party. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.

Indemnification. The Certificateholder of parties recognize that the majority of the Percentage Interest of the Certificates shall ENGINEER is an independent contractor. The ENGINEER agrees to assume liability for and indemnify, hold harmless, and defend the City, its commissioners, mayor, officers, employees, agents, and hold harmless the Owner Trustee attorneys of, from, and its successorsagainst all liability and expense, assignsincluding reasonable attorney’s fees, agents and servants (collectively, the "Indemnified Parties") from and against, in connection with any and all liabilitiesclaims, obligations, lossesdemands, damages, taxesactions, claims, actions and suitscauses of action, and any and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the ENGINEER, its agents, officers, contractors, subcontractors, employees, or anyone else employed or utilized by the ENGINEER in the performance of this Agreement. The ENGINEER’s liability hereunder shall include all reasonable costs, expenses and disbursements (including reasonable legal attorney’s fees and expenses) costs incurred by the City in the enforcement of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted this indemnification provision. This includes claims made by the employees of the ENGINEER against the Owner Trustee or any Indemnified Party City and the ENGINEER hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in any way relating to or arising out this provision shall survive termination of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder Agreement and shall not be liable for or limited by the amount of any insurance required to indemnify an Indemnified Party from and against Expenses arising be obtained or resulting from maintained under this Agreement. Subject to the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained limitations set forth in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claimthis Section, the Indemnified Party ENGINEER shall have given such Certificateholder written notice thereof promptly after assume control of the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement defense of any claim asserted by an Indemnified Party entered into a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the ENGINEER’s expense. The City shall have the right, at its option, to participate in the defense of any third-party claim, without relieving ENGINEER of any of its obligations hereunder. If the ENGINEER assumes control of the defense of any third-party claim in accordance with this paragraph, the ENGINEER shall obtain the prior written consent of the City before entering into any settlement of such Certificateholderclaim. Notwithstanding anything to the contrary in this Section, which consent the ENGINEER shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation assume or termination maintain control of the Owner Trustee or the termination of this Trust Agreement. In the event defense of any Proceeding for which indemnity may be sought pursuant to this Section 7.02third party claim, but shall pay the Owner Trustee's choice fees of legal counsel, if other than the legal counsel retained by the Owner Trustee City and all expenses, including experts’ fees, if (i) an adverse determination withrespect to the third party claim would, in the good faith judgment of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the ENGINEER has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third- party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.08, Florida Statutes, as amended. ENGINEER expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.08, Florida Statutes, as amended. Nothing contained in the execution and delivery of this Trust Agreement, foregoing indemnification shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense construed as a waiver of any Proceeding against immunity or limitation of liability the Owner TrusteeCity may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes.

Indemnification. The Certificateholder of Depositor agrees, to the majority of the Percentage Interest of the Certificates shall indemnifyfullest extent permitted by applicable law, defend to indemnify and hold harmless the Owner Trustee and each Fiduciary Indemnified Person, or any of its successorsofficers, assignsdirectors, agents and servants (collectivelyshareholders, the "Indemnified Parties") employees, representatives or agents, from and againstagainst any loss, any and all liabilitiesdamage, obligationsliability, lossestax, damagespenalty, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) expense or claim of any kind and or nature whatsoever (collectivelyincurred by the Fiduciary Indemnified Persons by reason of the creation, "Expenses") which may at any time operation or termination of the Trust in a manner the Fiduciary Indemnified Persons reasonably believed to be imposed on, incurred by, or asserted against within the Owner Trustee or any scope of authority conferred on the Fiduciary Indemnified Party in any way relating to or arising out of Persons by this Trust Agreement, except that no Fiduciary Indemnified Persons shall be entitled to be indemnified in respect of any loss, damage or claim incurred by the other Basic Documents, the Trust Estate, the administration Fiduciary Indemnified Persons by reason of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, gross negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) willful misconduct with respect to such acts or omissions. In case any such claim, demand, action, suit or proceeding shall be brought involving a Fiduciary Indemnified Person, the Fiduciary Indemnified Party Person shall promptly notify the Depositor of such claim, demand, action, suit or proceeding and the Depositor shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Fiduciary Indemnified Person and the payment of all expenses. The Fiduciary Indemnified Person shall have given the right to employ separate counsel in any such Certificateholder written notice thereof promptly after claim, demand, action, suit or proceeding and to participate in the Indemnified Party shall have actual knowledge defense thereof; (c) while maintaining control over its own defense, but the reasonable counsel fees and expenses of such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder counsel shall not be liable for settlement paid by the Depositor unless (i) the employment of any claim counsel by an such Fiduciary Indemnified Party entered into without Person has been expressly authorized in writing by the prior consent Depositor, (ii) such Fiduciary Indemnified Person shall have reasonably concluded that there exists a conflict of interest between such Fiduciary Indemnified Person and the Depositor in the conduct of the defense of such Certificateholder, action (in which consent case the Depositor shall not have the right to direct the defense of such action on behalf of such Fiduciary Indemnified Person) or (iii) the Depositor shall not in fact have employed counsel reasonably satisfactory to the Fiduciary Indemnified Person to assume the defense of such action, in each of which cases the reasonable fees and expenses of counsel used by such Fiduciary Indemnified Person shall be unreasonably withheldpaid by the Depositor. The indemnities contained in provisions of this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In Agreement or the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval earlier resignation or removal of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeFiduciary Indemnified Persons.

Indemnification. The Certificateholder Employer shall indemnify the Executive against and hold the Executive harmless from any costs, liabilities, losses and exposures for the Executive’s services as an employee, officer and director of the majority Employer (or any successor in interest thereof), whether before or after the Effective Date, to the maximum extent permitted under the Delaware General Corporate Law. If the Executive is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by the Employer against the Executive), by reason of the Percentage Interest fact that the Executive is or was performing services to the Employer under this Agreement or while acting as an executive officer of the Certificates shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectivelyEmployer, the "Indemnified Parties") from and against, any and Employer shall indemnify the Executive against all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees attorneys’ fees), judgments, fines and expenses) of amounts paid in settlement, as actually and reasonably incurred by the Executive in connection therewith, to the maximum extent permitted under the Delaware General Corporation Law. If the Executive is made a party to any kind and nature whatsoever (collectivelythird-party action, "Expenses") which may at any time be imposed oncomplaint, incurred by, suit or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreementproceeding, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder Executive shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written prompt notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contraryEmployer, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without and the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates Employer shall have the right to assume and control the defense of such action, complaint, suit or proceeding; provided that if legal counsel selected by the Employer shall have a conflict of interest that prevents such counsel from representing the Executive, the Executive may engage separate counsel and the Employer shall reimburse all reasonable attorneys’ fees and reasonable expenses of such separate counsel. Notwithstanding the foregoing, the Employer shall not have, and the Executive acknowledges and agrees that the Employer does not have, any Proceeding against obligation to indemnify the Owner TrusteeExecutive under this Section or under its certificate of incorporation or bylaws, with respect to (a) any breach of representation, warranty or covenant committed by the Executive under this Agreement, or (b) any action or inaction by the Executive where the Executive failed to act in good faith and in a manner the Executive reasonably believed to be in, or not opposed to, the best interests of the Employer, or with respect to any criminal action or proceeding, the Executive had reasonable cause to believe that his conduct was unlawful.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's ’s willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's ’s choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Licensee shall indemnifyhold harmless, defend and hold harmless the Owner Trustee indemnify CSMC and each of its successorsofficers, assignsdirectors, employees and agents and servants Inventors (each, an “Indemnified Party”, and collectively, the "“Indemnified Parties"”) from and against, against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, taxes, claims, actions costs and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal attorneys’ fees and expensesexpenses and costs of investigation, whether or not suit is filed) suffered or incurred by any of the Indemnified Parties in any action, suit, litigation, arbitration or dispute of any kind and nature whatsoever (collectively, "Expenses"“Action”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, any negligence or bad faith willful acts or omissions on the part of Licensee in connection with this Agreement. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall enter into any settlement of any such Action without first obtaining prior approval of Licensee. Should CSMC or any other Indemnified Party not afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee to any such settlement, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred as a result of any inaccuracy investigation, defense or settlement relating to an indemnified matter, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC. Licensee shall obtain and maintain insurance policies or a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; program of self-insurance (bincluding products liability and general liability policies at such time as is appropriate) with respect which are reasonable and necessary to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over cover its own defense, such Certificateholder shall consult activities and to comply with the indemnification obligations set forth above. CSMC shall promptly notify Licensee in writing of any claim or Action or material threat thereof brought against any Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement respect of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity indemnification may be sought pursuant and, to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained extent allowed by the Owner Trustee in connection with the execution and delivery of this Trust Agreementlaw, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and reasonably cooperate with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of Licensee in defending or settling any Proceeding against the Owner Trusteesuch claim or Action.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Certificateholders shall indemnifybe liable as obligor for, defend and hold harmless shall indemnify the Owner Trustee and its the Trust Paying Agent and their respective successors, assigns, agents agents, and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions actions, and suits, and any and all reasonable costs, expenses expenses, and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate Estate, or the action or inaction of the Owner Trustee or the Trust Paying Agent hereunder; provided, that: (a) such Certificateholder except only that the Certificateholders shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the Owner Trustee's willful misconduct, negligence or bad faith or as a result matters described in the third sentence of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee;7. (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld1. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the Trust Paying Agent or the termination of this Trust Agreement. In the any event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02Section, the Owner Trustee's choice Certificateholders will be entitled to participate therein, with counsel selected by such Holders and reasonably satisfactory to the Indemnified Parties, and after notice from Certificateholders to the Indemnified Parties of its election to assume the defense thereof, the Certificateholders shall not be liable to the Indemnified Party under this Section 8.2 for any legal counsel, if or other than the legal counsel retained expenses subsequently incurred by the Owner Trustee such Indemnified Party in connection with the execution and delivery defense of such action; provided, however, that this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval sentence shall not be unreasonably withheld. In addition, upon written notice in effect if (1) the Certificateholders shall not have employed counsel reasonably satisfactory to the Owner Trustee and with Indemnified Party to represent the consent Indemnified Party within a reasonable time after notice of commencement of the Owner Trustee, which consent action or (2) the Certificateholders shall not be unreasonably withheld, have authorized the Certificateholder employment of counsel for the Indemnified Party at the expense of the majority of Certificateholders. If the Percentage Interest of the Certificates shall have the right to Certificateholders assume the defense of any Proceeding such proceeding, they shall be entitled to settle such proceeding without any liability being assessed against any Indemnified Party or, if such settlement provides for release of any such Indemnified Party without any liability being assessed against any Indemnified Party in connection with all matters relating to the Owner Trusteeproceeding which have been asserted against such Indemnified Party in such proceeding by the other parties to such settlement, without the consent of such Indemnified Party, but otherwise only with the consent of such Indemnified Party. Certificateholders shall be liable for this indemnification obligation pro rata, based upon their respective Percentage Interests.

Indemnification. The Certificateholder of Credit Acceptance as primary obligor, and the majority of the Percentage Interest of the Certificates Trust as secondary obligor, jointly and severally shall indemnifybe liable for, defend and hold harmless the shall indemnify U.S. Bank Trust National Association, individually and as Owner Trustee and its officers, directors, successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable and documented costs, expenses and disbursements (including reasonable and documented legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estateformation, administration or termination of the Trust, the Trust Property, the acquisition, ownership, administration or disposition of the Trust Estate Property or the action or inaction of the Owner Trustee hereunder; providedor any other party hereunder or under any Basic Document, that: within thirty (a30) such Certificateholder days of a demand by the Owner Trustee, upon receipt by the Owner Trustee of an invoice or other demand for payment, except only that Credit Acceptance and the Trust shall not be liable for or required to indemnify an Indemnified Party the Owner Trustee from and against Expenses arising or resulting from the Owner Trustee's gross negligence, willful misconduct, negligence misconduct or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect Trustee or other Indemnified Party. Credit Acceptance shall advance to each Indemnified Party Expenses incurred in defending any such claim, the demand, action, suit or proceeding, provided that such Indemnified Party shall have given be obligated to repay such Certificateholder written notice thereof promptly after amount if and to the extent that a court of competent jurisdiction determines by final non-appealable order that such Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement was not entitled to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldindemnification hereunder. The indemnities indemnification obligations contained in this Section and the rights of the Owner Trustee under Section 8.1 shall be joint and several with the indemnification obligations of the Trust pursuant to Section 6.05 of the Sale and Servicing Agreement and shall survive the resignation or termination removal of the Owner Trustee or the termination of this Agreement and the Trust Agreementand shall include reasonable and documented fees and expenses of counsel and expenses of litigation (including costs and expenses (including any reasonable and documented legal fees, costs and expenses and court costs) incurred in connection with (i) the defense of any claim, action or proceeding or (ii) any enforcement (including any action, claim or suit brought) by the Owner Trustee or any Indemnified Party of any indemnification or other obligation of the Trust or any other Person. In the any event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02Section, unless a conflict of interest shall exist, the Owner Trustee's ’s choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, Credit Acceptance which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. (a) The Certificateholder of the majority of the Percentage Interest of the Certificates Trust hereby agrees to be primary obligor and shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and its successorsany of the officers, assignsdirectors, employees and agents and servants of the Trustee (collectively, the "“Indemnified Parties"Persons”) from and against, against any and all liabilities, obligations, losses, damages, taxesliabilities, claims, actions and actions, suits, and any and all reasonable costs, expenses and expenses, disbursements (including the reasonable legal fees and expenses) expenses of counsel and fees and expenses incurred in connection with enforcement of its indemnification rights hereunder), taxes and penalties of any kind and nature whatsoever (collectively, "“Expenses") which may ”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time be imposed on, incurred by, or asserted against such Indemnified Persons with respect to the Owner Trustee or any Indemnified Party in any way relating to or arising out performance of this Trust Agreement, the other Basic Documentscreation, the Trust Estate, the administration operation or termination of the Trust Estate or the action or inaction transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the Owner willful misconduct, bad faith or gross negligence of an Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay an Indemnified Person within sixty (60) days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless an Indemnified Person as if it were the primary obligor hereunder; provided, that: (a) such Certificateholder however, that the Sponsor shall not be liable for or required to indemnify an any Indemnified Party from and against Person for any Expenses arising or resulting from which are a result of the Owner Trustee's willful misconduct, negligence or bad faith or gross negligence of an Indemnified Person. To the fullest extent permitted by law and by the requirement for treatment of the Trust as a result grantor trust for tax purposes, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Sponsor prior to the final disposition of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made matter upon receipt by the Owner Trustee;Sponsor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. (b) with respect As security for any amounts owing to any such claimthe Trustee hereunder, the Indemnified Party Trustee shall have given such Certificateholder written notice thereof promptly after a lien against the Trust property, which lien shall be prior to the rights of the Sponsor or any other Shareholder. The obligations of the Sponsor and the Trust to indemnify the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in Persons under this Section 2.4 shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnify, defend and hold harmless the Owner Trustee (in its individual and trustee capacity) and its respective successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee Trustee, hereunder; , provided, that: (ai) such Certificateholder the Depositor shall not be liable for or required to indemnify an Indemnified Party Party, as applicable, from and against Expenses arising or resulting from the Owner Trustee's such Indemnified Party’s own willful misconduct, gross negligence or bad faith or or, as to the Owner Trustee, as a result of any inaccuracy of a representation or warranty of the Owner Trustee contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Depositor written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; provided, however, that failure to give such notice shall not affect the indemnification of the Indemnified Party except to the extent the Depositor is materially prejudiced by such failure; (ciii) while maintaining control over its own defense, such Certificateholder the Depositor shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Depositor shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Depositor which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination removal of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, Trustee which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Depositor has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee. The Seller agrees to indemnify the Indemnified Parties for any loss, liability or expense for which the Depositor is required to indemnify the Indemnified Parties pursuant to this Section 7.02, other than (x) any loss liability or expense required to be covered by the Master Servicer pursuant to Section 6.03 of the Sale and Servicing Agreement or (y) and any loss, liability or expense actually paid by the Depositor in accordance with this Section 7.02.

Indemnification. The Certificateholder of Depositor shall cause the majority of the Percentage Interest of the Certificates shall indemnify, defend and hold harmless Servicer to agree to indemnify the Owner Trustee, the Delaware Trustee and the Certificate Paying Agent, each in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilitiesloss, obligationsliability, lossesfee, damagesexpense, taxestax, claimspenalty, actions and suitsaction, and any and all reasonable costssuit, expenses and disbursements cost or claim (including reasonable legal fees and expensesexpenses (including any legal fees or expenses incurred in connection with any action or suit brought by an Indemnified Party to enforce any indemnification or other obligation of the Servicer)) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee The Bank of New York Mellon and BNY Mellon Trust of Delaware, each in its individual capacity and as trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Transaction Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee The Bank of New York Mellon or BNY Mellon Trust of Delaware hereunder; provided, that: (a) such Certificateholder however, that neither the Depositor nor the Servicer shall not be liable for or required to indemnify an Indemnified Party The Bank of New York Mellon or BNY Mellon Trust of Delaware from and against Expenses any of the foregoing expenses arising or resulting from the Owner Trustee's (i) The Bank of New York Mellon’s or BNY Mellon Trust of Delaware’s own willful misconduct, negligence or bad faith or as a result negligence, (ii) the inaccuracy of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by The Bank of New York Mellon or BNY Mellon Trust of Delaware in their individual capacities or any representation or warranty made by The Bank of New York Mellon in accordance with Section 11.13 or Section 11.14, (iii) liabilities arising from the failure of The Bank of New York Mellon to perform obligations expressly undertaken by it in the third sentence of Section 6.4 or (iv) taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee or the Delaware Trustee; (b) with respect to any such claim, . To the Indemnified Party shall have given such Certificateholder written notice thereof promptly after extent not paid by the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defenseServicer, such Certificateholder indemnification shall consult be paid in accordance with Sections 8.5 or 5.4(b) of the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contraryIndenture, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldas applicable. The indemnities contained in obligations under this Section 8.2 shall survive the resignation or termination removal of the Owner Trustee and the Delaware Trustee, or the termination or assignment of this Trust Agreement. In the event of Agreement or any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trusteeother Transaction Documents.

Indemnification. The Certificateholder of Depositary will indemnify the majority of the Percentage Interest of the Certificates shall indemnify, defend Corporation and hold it harmless the Owner Trustee and its successorsfrom any loss, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements liability or expense actually incurred (including the reasonable legal fees costs and expenses) expenses of any kind and nature whatsoever (collectively, "Expenses"defending itself) which may arise out of acts performed or omitted by the Depositary, including when such Depositary acts as Registrar, or the Depositary’s Agents in connection with this Deposit Agreement due to its or their gross negligence, intentional misconduct, bad faith or fraud. From time to time, Corporation may provide Depositary with instructions concerning the services performed by the Depositary hereunder. In addition, at any time Depositary may apply to any authorized officer of Corporation for instruction, and may consult with legal counsel for Depositary or Corporation with respect to any matter arising in connection with the services to be imposed on, incurred by, or asserted against performed by the Owner Trustee or any Indemnified Party in any way relating to or arising out of Depositary under this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder . Depositary and its agents and subcontractors shall not be liable and shall be indemnified by Corporation for any action taken or required omitted by Depositary in reliance upon any Corporation instructions or upon the advice or opinion of such counsel. Depositary shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Corporation. Notwithstanding anything set forth in Section 5.3 to the contrary, the Corporation shall indemnify an Indemnified Party the Depositary, any Depositary’s Agent and any Registrar against, and hold each of them harmless from, any loss, liability or reasonable out-of-pocket expense (including the reasonable costs and expenses of defending itself) which may arise solely from third-party claims based directly on acts performed or omitted in connection with this Deposit Agreement and against Expenses the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising or resulting from the Owner Trustee's willful out of gross negligence, intentional misconduct, negligence or bad faith or as a result fraud on the respective parts of any inaccuracy such person or persons. Neither party to this Agreement shall be liable to the other party for any consequential, indirect, special or incidental damages under any provisions of this Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages. Promptly following becoming aware of circumstances that might give rise to a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claimclaim for indemnification under this Deposit Agreement, the Indemnified Party shall notify the Indemnifying Party of the relevant claim; provided that failure to so notify shall not affect the Indemnified Party’s right to indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall, at its own expense, be entitled to control and direct the investigation and defense of any claim, and shall have given the right to settle any such Certificateholder written notice thereof promptly after claim without the consent of the Indemnified Party; provided that such settlement (i) fully and irrevocably releases the Indemnified Party shall have actual knowledge thereof; from any liability and provides no admission of wrongdoing, and (cii) while maintaining control over its own defense, such Certificateholder shall consult with does not subject the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contraryany additional obligation, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation whether financial or termination of the Owner Trustee or the termination of this Trust Agreementotherwise. In the event that any such settlement does not meet the requirements of any Proceeding for which indemnity may be sought pursuant (i) and (ii) above, then the Indemnified Party must consent to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee such settlement in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trusteewriting, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall provide reasonable assistance to the Certificateholder Indemnifying Party in connection with the Indemnifying Party’s defense of the majority of the Percentage Interest of the Certificates shall have the right to assume a claim and may participate in the defense of a claim with counsel of its own choosing at its own cost and expense, unless the Indemnifying Party specifically authorizes the retaining of such counsel. The rights and obligations of the Depositary and the Corporation set forth in this Section 5.6 shall survive any Proceeding against the Owner Trusteetermination of this Deposit Agreement and any resignation, removal or succession of any Depositary, Registrar or Depositary’s Agent, in accordance with Section 7.2.

Indemnification. The Certificateholder of Seller shall cause the majority of the Percentage Interest of the Certificates shall indemnify, defend Servicer to indemnify Wilmington Trust in its individual capacity and hold harmless the as trustee (including without limitation as Owner Trustee and when performing its duties as Relevant Trustee) and its successors, assigns, directors, officers, employees and agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilitiesloss, obligationsliability, lossesexpense, damagestax, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements penalty or claim (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee Wilmington Trust in its individual capacity and as trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Transaction Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee Wilmington Trust hereunder; provided, that: (a) such Certificateholder however, that neither the Seller nor the Servicer shall not be liable for or required to indemnify an Indemnified Party Wilmington Trust from and against Expenses any of the foregoing expenses or indemnities arising or resulting from the Owner Trustee's (i) Wilmington Trust’s own willful misconduct, negligence or bad faith or as a result gross negligence, (ii) the inaccuracy of any inaccuracy of a representation or warranty contained in Section 6.03 7.3 expressly made by Wilmington Trust in its individual capacity, (iii) liabilities arising from the failure of Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee; (b) with respect to any such claim, . To the Indemnified Party shall have given such Certificateholder written notice thereof promptly after extent not paid by the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defenseServicer, such Certificateholder indemnification shall consult with be paid by the Indemnified Party Issuer in preparing such defense; and (d) notwithstanding anything in this Trust Agreement accordance with, and solely to the contraryextent set forth in, such Certificateholder shall not be liable for settlement Section 4.4 of any claim by an Indemnified Party entered into without the prior consent Sale and Servicing Agreement or Section 5.4(b) of such Certificateholderthe Indenture, which consent shall not be unreasonably withheldas applicable. The indemnities contained in provisions of this Section 8.2 shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In Agreement and the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent resignation or removal of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. The Certificateholder of a. You agree, to the majority of the Percentage Interest of the Certificates shall extent permitted by law, to indemnify, defend protect and hold harmless BNY Mellon, its licensors, Content Providers and Information Providers (the Owner Trustee and its successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party harmless from and against Expenses arising or all Losses resulting from a claim by a third party that arises out of (i) any breach of these Terms and Conditions, the Owner Trustee's willful misconductTerms of Use or the Data Terms Web Site by You, Users or any of Your third parties having access to Electronic Access under these Terms and Conditions and (ii) any person obtaining access to Electronic Access through You, Your Users or Your third parties or through use of any password, user-id or secure identification device issued to a User, whether or not You or a User authorized such access, except to the extent that any such Losses resulted from the fraud, gross negligence or bad faith willful misconduct of BNY Mellon, the BNY Mellon Group, its Licensors, Content Providers or Information Providers, as a result applicable. For the avoidance of doubt, and by way of illustration and not by way of limitation, the forgoing indemnity is applicable to disputes between the parties, including the enforcement of these Terms and Conditions. The rights and remedies conferred hereunder will be cumulative and the exercise or waiver of any inaccuracy such right or remedy will not preclude or inhibit the exercise of a representation additional rights or warranty contained in Section 6.03 expressly made by remedies or the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent subsequent exercise of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation right or termination of the Owner Trustee or the termination of this Trust Agreementremedy. In the event of any Proceeding You are not permitted by law to indemnify and hold harmless BNY Mellon, the BNY Mellon Group, BNY Mellon Suppliers, Content Providers and Information Providers for which indemnity may be sought Losses pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel8(a), if an Indemnified Party incurs Losses or is made a party to litigation pertaining to these Terms and Conditions, an Indemnified Party shall be reimbursed by You for any and all Losses occasioned thereby if You are notified in writing prior to the incurring such Losses, except to the extent that any Losses resulted from the fraud, gross negligence or willful misconduct of such Indemnified Party, as applicable. b. The indemnity provided in herein is in addition to any indemnity and other than the legal counsel retained remedies contained in any Services Agreements and will not supersede or be superseded by the Owner Trustee in connection with such Services Agreements, whether executed prior to or after the execution of these Terms and delivery of this Trust AgreementConditions, shall be subject except to the approval extent specifically set forth in such other Services Agreements and expressly stating an intent to modify this Terms and Conditions. Nothing contained herein will, or be deemed to, alter or modify the rights and remedies of BNY Mellon as set forth in the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeServices Agreements.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, and their respective successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, hereunder; , provided, that: (ai) such Certificateholder the Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's, the Certificate Registrar's or the Certificate Paying Agent's willful misconduct, gross negligence or bad faith or as a result of any inaccuracy of a representation or warranty of the Owner Trustee contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Depositor written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (ciii) while maintaining control over its own defense, such Certificateholder the Depositor shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Depositor shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Depositor which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02, the Owner Trustee's, the Certificate Registrar's or the Certificate Paying Agent's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesDepositor, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent and with the consent of the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Depositor has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent.

Indemnification. The Certificateholder of (a) To the majority of fullest extent permitted by law, the Percentage Interest of Administrator and, subject to the Certificates shall indemnifylimitations below, defend and hold harmless the Owner Issuer, will indemnify the Delaware Trustee and its successors, assigns, directors, officers, employees and agents and servants (collectively, the "Indemnified Parties" and each, an "Indemnified Party") from and against, against any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses and including without limitation, reasonable attorney’s fees and expenses, court costs and other legal expenses incurred in connection with any claim, action or suit brought by an Indemnified Party against the Issuer or the Administrator for enforcement of this indemnification obligation) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Delaware Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Transaction Documents, the Notes or Certificates, the Trust Estate, the formation, operation, dissolution or termination of the Issuer, the administration of the Trust Estate or the action or inaction of the Owner Delaware Trustee hereunder; provided, that: (a) such Certificateholder shall or the action or inaction of the Issuer or any other transaction party except only that the Administrator will not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from finally determined by a court of competent jurisdiction to be the Owner Trusteeresult of such Indemnified Party's negligence, willful misconduct, negligence misconduct or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldfaith. The indemnities contained in this Section shall will survive the resignation or termination removal of the Owner Delaware Trustee or and the termination of this Trust Agreement. In the event Notwithstanding any other provisions of any Proceeding for which indemnity may be sought pursuant to this Section 7.02Agreement, the Owner Trustee's choice obligation of legal counselthe Issuer to so indemnify the Indemnified Parties as set forth above will be satisfied only from remaining assets of the Trust Estate following the final payment of all amounts due and payable in accordance with the Indenture, if the payment of all amounts payable by the Issuer under the Collateral Administration Agreement and the final payment of all amounts payable in respect of the outstanding Certificates (other than the legal counsel retained Ownership Certificates), but prior to the final distribution to the Directing Certificateholder of any assets of the Trust Estate otherwise remaining, it being further understood that any such indemnities will be payable only to the extent not otherwise paid by the Owner Trustee Administrator. (b) Each of the Certificate Registrar and the Certificate Paying Agent, each in connection with the execution its individual capacity and delivery of this Trust Agreementin its capacity as Certificate Registrar and Certificate Paying Agent, shall respectively, and their respective officers, directors, employees and agents will be subject indemnified pursuant to the approval indemnification of the Certificateholder of Indenture Trustee set forth in the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeIndenture.

Indemnification. (a) The Certificateholder of Depositor shall be liable as prime obligor for, and shall indemnify the majority of the Percentage Interest of the Certificates shall indemnify, defend Bank and hold harmless the Owner Trustee and its respective successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Bank and the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder provided that the Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from (i) the Owner TrusteeIndemnified Party's own willful misconduct, negligence or bad faith or as a result negligence, or (ii) the inaccuracy of any inaccuracy of a representation or warranty contained in Section 6.03 7.3 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldParty. The indemnities contained in this Section 8.2 shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.028.2, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesDepositor, which approval shall not be unreasonably withheld. (b) The Depositor's obligations under this Section 8.2 are obligations solely of the Depositor and shall not constitute a claim against the Depositor to the extent that the Depositor does not have funds sufficient to make payment of such obligations. In additionfurtherance of and not in derogation of the foregoing, upon written notice the Indemnified Parties acknowledge and agree that they shall have no right, title or interest in or to the Owner Trustee and with the consent Other Assets of the Owner TrusteeDepositor. To the extent that, which consent shall not be unreasonably withheldnotwithstanding the agreements and provisions contained in the preceding sentence, the Certificateholder any Indemnified Party (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the majority Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then such Indemnified Party further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full, which, under the terms of the Percentage Interest relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Depositor), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Certificates Bankruptcy Code. Each Indemnified Party further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 8.2(b) and the terms of this Section 8.2(b) may be enforced by an action for specific performance. The provision of this Section 8.2(b) shall have be for the right third party benefit of those entitled to assume rely thereon and shall survive the defense termination of any Proceeding against the Owner Trusteethis Agreement.

Indemnification. The Certificateholder holder of the majority of the Certificate Percentage Interest of the Class SB Certificates shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder; , provided, that: (a) such Certificateholder the holder of the majority of the Certificate Percentage Interest of the Certificates shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the holder of the majority of the Certificate Percentage Interest of the Certificates written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder the holder of the majority of the Certificate Percentage Interest of the Certificates shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the holder of the majority of the Certificate Percentage Interest of the Certificates shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the holder of the majority of the Certificate Percentage Interest of the Certificates which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder holder of the majority of the Certificate Percentage Interest of the Class SB Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, Trustee which consent shall not be unreasonably withheld, the Certificateholder holder of the majority of the Certificate Percentage Interest of the Class SB Certificates shall have has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee.

Indemnification. The Certificateholder of (a) To the majority of fullest extent permitted by law, the Percentage Interest of Administrator and, subject to the Certificates shall indemnifylimitations below, defend and hold harmless the Owner Issuer, will indemnify the Delaware Trustee and its successors, assigns, directors, officers, employees and agents and servants (collectively, the "Indemnified Parties" and each, an "Indemnified Party") from and against, against any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses and including without limitation, reasonable attorney’s fees and expenses, court costs and other legal expenses incurred in connection with any claim, action or suit brought by an Indemnified Party against the Issuer or the Administrator for enforcement of this indemnification obligation) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Delaware Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Transaction Documents, the Notes or Certificates, the Trust Estate, the formation, operation, dissolution or termination of the Issuer, the administration of the Trust Estate or the action or inaction of the Owner Delaware Trustee hereunder; provided, that: (a) such Certificateholder shall or the action or inaction of the Issuer or any other transaction party except only that the Administrator will not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from finally determined by a court of competent jurisdiction to be the Owner Trusteeresult of such Indemnified Party's negligence, willful misconduct, negligence misconduct or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldfaith. The indemnities contained in this Section shall will survive the resignation or termination removal of the Owner Delaware Trustee or and the termination of this Trust Agreement. In the event Notwithstanding any other provisions of any Proceeding for which indemnity may be sought pursuant to this Section 7.02Agreement, the Owner Trustee's choice obligation of legal counselthe Issuer to so indemnify the Indemnified Parties as set forth above will be satisfied only from remaining assets of the Trust Estate following the final payment of all amounts due and payable in accordance with the Indenture, if the payment of all amounts payable by the Issuer under the Collateral Administration Agreement and the final payment of all amounts payable in respect of the outstanding Certificates (other than the legal counsel retained Ownership Certificates), but prior to the final distribution to the Directing Certificateholder of any assets of the Trust Estate otherwise remaining, it being further understood that any such indemnities will be payable only to the extent not otherwise paid by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval Administrator. (b) Each of the Certificateholder Certificate Registrar and the Certificate Paying Agent, each in its individual capacity and in its capacity as Certificate Registrar and Certificate Paying Agent, respectively, and their respective officers, directors, employees and agents will be entitled to all rights of indemnification afforded the majority of Indenture Trustee under the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeIndenture.

Indemnification. The Certificateholder of Seller, the majority of Depositor and the Percentage Interest of the Certificates Trust (on a joint and several basis) shall indemnify, defend and hold harmless the Owner Trustee, both as Owner Trustee and in its individual capacity, and its successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder; , provided, that: (ai) such Certificateholder the Seller, the Depositor, and the Trust shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's ’s willful misconduct, gross negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (bii) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Seller, the Depositor, and the Trust written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (ciii) while maintaining control over its own defense, such Certificateholder the Seller shall consult with the Indemnified Party in preparing such defense; and (div) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Seller, the Depositor, and the Trust shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholderthe Seller, the Depositor, or the Trust, as applicable, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination removal of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02, the Owner Trustee's ’s choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesSeller, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, Trustee which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Seller has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee.

Indemnification. The Certificateholder of After the majority of the Percentage Interest of the Certificates Effective Time, NBC shall indemnify, defend and hold harmless the Owner Trustee directors, officers, employees, and agents of FFBS and its successors, assigns, agents and servants subsidiary (collectively, the each a "Indemnified PartiesFFBS indemnified party") from and against, any and against all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees attorney fees, expenses, judgments, fines and expenses) of any kind and nature whatsoever (collectivelyamounts paid in settlement, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of actions or omissions occurring at or prior to the Effective Time, including the Parent Merger and transactions contemplated by this Trust Agreement, to the other Basic Documents, full extent permitted by Delaware law and as would have been permitted by the Trust Estate, Certificate of Incorporation and By-Laws of FFBS prior to the administration of Parent Merger. FFBS and the Trust Estate or the action or inaction of the Owner Trustee hereunderindemnified parties may retain counsel reasonably satisfactory to such party after consultation with NBC; provided, however, that: (a1) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates NBC shall have the right to assume the defense thereof and upon such assumption, NBC shall not be liable to any FFBS indemnified party for any legal expenses subsequently incurred except that if NBC elects not to assume such defense or if counsel for the FFBS indemnified party reasonably advises that there are issues which raise conflicts of interest between NBC and the FFBS indemnified party, such party may retain separate counsel after consultation with NBC, in which case NBC shall bear reasonable expenses thereof. (2) An FFBS indemnified party shall consult and obtain the approval of NBC prior to affecting any Proceeding against settlement, which said approval shall not be unreasonably withheld; and (3) NBC shall have no obligation hereunder to any indemnified party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that indemnification of such FFBS indemnified party in the Owner Trusteemanner contemplated hereby is prohibited by applicable law. Prior to the Effective Time, NBC and FFBS shall cooperate in obtaining extensions of directors' and officers' liability coverage maintained by FFBS for a period of five (5) years from the Effective Time, or at its option, NBC may substitute similar coverage with another insurance carrier therefor. NBC shall pay premiums for such insurance coverage provided for herein.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Credit Acceptance shall indemnifybe liable as primary obligor for, defend and hold harmless the shall indemnify U.S. Bank Trust National Association, individually and as Owner Trustee and its officers, directors, successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust EstateProperty, the administration of the Trust Estate Property or the action or inaction of the Owner Trustee hereunder; provided, that: within thirty (a30) such Certificateholder days of a demand by the Owner Trustee, upon receipt by the Owner Trustee of an invoice or other demand for payment, except only that Credit Acceptance shall not be liable for or required to indemnify an Indemnified Party the Owner Trustee from and against against: (i) Expenses arising or resulting from the Owner Trustee's gross negligence, willful misconduct, negligence misconduct or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; Trustee or (bii) with respect any Expenses which would constitute recourse for uncollectible Dealer Loans. Credit Acceptance shall advance to each Indemnified Party expenses incurred in defending any such claim, the demand, action, suit or proceeding, provided that such Indemnified Party shall have given be obligated to repay such Certificateholder written notice thereof promptly after the amount if a court of competent jurisdiction determines that such Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement was not entitled to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldindemnification hereunder. The indemnities contained in this Section and the rights of the Owner Trustee under Section 8.1 shall be joint and several with the indemnification obligations of the Trust pursuant to Section 6.05 of the Sale and Servicing Agreement and shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. Agreement In the any event of any Proceeding claim, action or proceeding for which indemnity may will be sought pursuant to this Section 7.02Section, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, Credit Acceptance which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates shall indemnify, defend You agree to indemnify and hold harmless the Owner Trustee and its successorsABN AMRO Financial Services, assigns, agents and servants (collectivelyInc., the "Indemnified Parties"issuer of the Securities, each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) ABN AMRO Financial Services, Inc. or the issuer of the Securities, and their respective directors, officers and employees from and against, against any and all losses, liabilities, obligations, losses, damages, taxes, claims, costs or claims (or actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expensesin respect thereof) of any kind and nature whatsoever (collectively, "ExpensesLOSSES") to which any of them may at become subject (including all reasonable costs of investigating, disputing or defending any time be imposed onsuch claim or action), incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising insofar as such Losses arise out of this Trust Agreementor are in connection with the breach of any representation, warranty or agreement made by you herein. If any claim, demand, action or proceeding (including any governmental investigation) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party, the other Basic Documentsindemnified party shall promptly notify the indemnifying party in writing, and the Trust Estateindemnifying party, the administration upon request of the Trust Estate indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnified party may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (iii) the action named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or inaction potential differing interests between them. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. Such firm shall be designated in writing by the Owner Trustee hereunder; provided, that: (a) such Certificateholder indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or required if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify an Indemnified Party the indemnified party from and against Expenses arising any loss or resulting from liability by reason of such settlement or judgment. No indemnifying party shall, without the Owner Trustee's willful misconductprior written consent of the indemnified party, negligence or bad faith or as a result of effect any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an Indemnified Party entered into without the prior consent unconditional release of such Certificateholder, which consent shall not be unreasonably withheldindemnified party from all liability on claims that are the subject matter of such proceeding. The indemnities indemnity agreements contained in this Section and the representations and warranties by you in this Agreement shall survive the resignation or termination of the Owner Trustee or the remain operative and in full force and effect regardless of: (i) any termination of this Trust Agreement. In the event of ; (ii) any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trusteeinvestigation made by an indemnified party or on such party's choice of legal counsel, if other than the legal counsel retained behalf or any person controlling an indemnified party or by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval or on behalf of the Certificateholder indemnifying party, its directors or officers or any person controlling the indemnifying party; and (iii) acceptance of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of payment for any Proceeding against the Owner TrusteeSecurities.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Trust Depositor shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Owner Trustee (in its individual capacity and in its capacity as Owner Trustee) and its successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suitssuits (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expensesexpenses and fees and expenses incurred in connection with the enforcement of indemnification rights) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, by or asserted against the Owner Trustee or any an Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Transaction Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder except only that the Trust Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, gross negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent willful misconduct of such Certificateholder, which consent shall not be unreasonably withheldIndemnified Party. The indemnities contained in this Section shall survive the resignation or termination removal of the Owner Trustee or and the termination of this Trust Agreement. In If an Indemnified Party seeks indemnification hereunder it shall promptly notify the event Trust Depositor if a Responsible Officer of the Indemnified Party receives a complaint, claim, compulsory process or other notice of any Proceeding for which indemnity may be sought pursuant loss, claim, damage or liability giving rise to this Section 7.02, the Owner Trustee's choice a claim of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject indemnification hereunder but failure to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval provide such notice shall not be unreasonably withheldrelieve the Trust Depositor of its indemnification obligations hereunder unless the Trust Depositor is deprived of material substantive or procedural rights or defenses as a result thereof. In addition, upon written notice to the Owner Trustee and The Trust Depositor shall assume (with the consent of the Indemnified Party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Indemnified Party in respect of such claim; provided that the Owner Trustee, which Trustee shall be entitled to retain separate counsel at the expense of the Trust Depositor in the event that a conflict of interest or the possible imposition of criminal liability. If the consent shall not be of the Indemnified Party required in the immediately preceding sentence is unreasonably withheld, the Certificateholder Trust Depositor is relieved of its indemnification obligations hereunder with respect to such Person to the majority of the Percentage Interest of the Certificates shall have the right to assume the extent its defense of any Proceeding against its claims are prejudiced thereby. The Trust Depositor shall be responsible for such indemnification to the Owner Trusteeextent the same is not paid pursuant to the Priority of Payments, such indemnification to be paid first in accordance with the Priority of Payments.

Indemnification. (a) The Certificateholder of Master Servicer agrees to indemnify the majority of the Percentage Interest of the Certificates shall indemnify, defend Indenture Trustee and hold harmless the Owner Trustee for, and its successorsto hold the Indenture Trustee and the Owner Trustee, assignsas the case may be, agents and servants (collectively, the "Indemnified Parties") from and harmless against, any claim, tax, penalty, loss, liability or expense of any kind whatsoever, incurred without negligence (gross negligence in the case of the Owner Trustee) or willful misconduct on its part, arising out of, or in connection with, the failure by the Master Servicer to perform its duties in compliance with this Servicing Agreement, including the costs and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of defending itself against any kind claim in connection with the exercise or performance of any of its powers or duties under any Basic Document, provided that: (i) with respect to any such claim, the Indenture Trustee or Owner Trustee, as the case may be, shall have given the Master Servicer written notice thereof as soon as practicable after a Responsible Officer of the Indenture Trustee or Owner Trustee, as the case may be, shall have actual knowledge thereof, it being understood that failure to give such notice shall not relieve the Master Servicer of its indemnification obligations hereunder; (ii) while maintaining control over its own defense, the Depositor, the Indenture Trustee or Owner Trustee, as the case may be, shall cooperate and nature whatsoever consult fully with the Master Servicer in preparing such defense; and (collectivelyiii) notwithstanding anything in this Servicing Agreement to the contrary, "Expenses"the Master Servicer shall not be liable for settlement of any claim by the Indenture Trustee or the Owner Trustee, as the case may be, entered into without the prior consent of the Master Servicer, which consent shall not be unreasonably withheld. To the extent that the Indenture Trustee is not indemnified by the Master Servicer hereunder, it shall be indemnified by the Issuer pursuant to Section 6.07 of the Indenture. (b) The Master Servicer agrees to indemnify the Indemnified Parties for, and to hold the Indemnified Parties, harmless against, any Expenses which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the any other Basic DocumentsDocument, the Trust Estate, the administration of the Trust Estate or the action or inaction of such Indemnified Party, except to the Owner Trustee hereunder; provided, that: extent such Expense is (ai) caused by such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's Party’s own willful misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) incurred as a result of any the inaccuracy of a any representation or warranty contained in Section 6.03 of the Trust Agreement expressly made by the Owner Trustee; (b) , solely with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof;Owner Trustee. (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in No termination of this Trust Servicing Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive or the resignation or termination removal of the Owner Trustee or the Indenture Trustee shall affect the obligations created by this Section 5.06 of the Master Servicer to indemnify the Indenture Trustee and the Owner Trustee under the conditions and to the extent set forth herein. This section shall survive the termination of this Trust AgreementServicing Agreement and the resignation or removal of the Master Servicer. In Any amounts to be paid by the event of any Proceeding for which indemnity may be sought Master Servicer pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall Subsection may not be unreasonably withheld. In addition, upon written notice to paid from the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeTrust Estate.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Company shall indemnify, defend and hold save harmless the Owner Trustee and its successorsDepositary against any loss, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements liability or expense (including reasonable legal fees and expensesexpenses of counsel) of any kind and nature whatsoever (collectively, "Expenses") which that may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising arise out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) its acceptance and performance of its powers and duties in respect of this Deposit Agreement, except to the extent such Certificateholder loss, liability or expense is due to its negligence or bad faith, or (b) any offer or sale of ADRs, ADSs, Shares or other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof, except to the extent such loss, liability or expense arises out of information (or omissions from such information) relating to it furnished in writing to the Company by it expressly for use in any such registration statement. The Depositary shall not be liable for indemnify, defend and save harmless the Company against any loss, liability or required expense incurred by the Company in respect of this Deposit Agreement or the ADRs to indemnify an Indemnified Party from and against Expenses arising the extent such loss, liability or resulting from expense is due to the Owner Trustee's willful misconduct, negligence or bad faith of the Depositary or as a result its agents hereunder. The obligations set forth in this Section 16 shall survive the termination of this Deposit Agreement and the succession or substitution of any inaccuracy indemnified person. Any person seeking indemnification hereunder (an “indemnified person”) shall notify the person from whom it is seeking indemnification (the “indemnifying person”) of a representation the commencement of any indemnifiable action or warranty contained claim promptly after such indemnified person becomes aware of such commencement (provided that the failure to make such notification shall not affect such indemnified person’s rights except to the extent the indemnifying person’s rights have been materially prejudiced by such failure) and shall consult in Section 6.03 expressly made by good faith with the Owner Trustee; (b) with respect indemnifying person as to any the conduct of the defense of such action or claim, which shall be reasonable in the Indemnified Party circumstances. No indemnified person shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of compromise or settle any claim by an Indemnified Party entered into indemnifiable action without the prior written consent of such Certificateholderthe indemnifying person, (which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive ((from the resignation or termination point of view of the Owner Trustee indemnified person)) be withheld or the termination of this Trust Agreement. In the event delayed) unless (i) there is no finding or admission of any Proceeding for which indemnity violation of law and no effect on any other claims that may be sought pursuant to this Section 7.02, made against such indemnifying party and (ii) the Owner Trustee's choice of legal counsel, if other than the legal counsel retained sole relief provided is monetary damages that are paid in full by the Owner Trustee in connection with indemnified party (without indemnification hereunder by the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trusteeindemnifying party) seeking such compromise or settlement.

Indemnification. 18.1 The Certificateholder Licensee agrees to indemnify, hold harmless and defend The Regents, its officers, employees, and agents; the sponsors of the majority research that led to the Inventions; and the inventors of the Percentage Interest of the Certificates shall indemnify, defend patents and hold harmless the Owner Trustee patent applications in Regents' Patent Rights and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, their employers against any and all liabilitiesclaims, obligationssuits, losses, damagesdamage, taxescosts, claims, actions and suitsfees, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to resulting from or arising out of exercise of this Trust Agreementlicense or any sublicense. This indemnification will include, but will not be limited to, any product liability. 18.2 The Licensee, at its sole cost and expense, shall insure its activities in connection with the other Basic Documentswork under this Agreement and obtain, keep in force and maintain insurance as follows, beginning with the Trust Estate, date that materials to be used on or by the administration of the Trust Estate third parties are first manufactured: Comprehensive or the action or inaction of the Owner Trustee hereunder; provided, thatCommercial Form General Liability Insurance (contractual liability included) with limits as follows: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee;Each Occurrence $1,000,000 (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof;Products/Completed Operations Aggregate $5,000,000 (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; andPersonal and Advertising Injury $1,000,000 (d) notwithstanding anything in this Trust Agreement General Aggregate (commercial form only) $5,000,000 It should be expressly understood, however, that the coverages and limits referred to under the contrary, such Certificateholder above shall not in any way limit the liability of the Licensee. The Licensee shall furnish The Regents with certificates of insurance evidencing compliance with all requirements. Such certificates shall: (a) Provide for thirty (30) day advance written notice to The Regents of any modification. (b) Indicate that The Regents has been endorsed as an additional insured under the coverages referred to under the above. (c) Include a provision that the coverages will be liable for settlement primary and will not participate with nor will be excess over any valid and collectable insurance or program of self-insurance carried or maintained by The Regents. 18.3 The Regents shall promptly notify the Licensee in writing of any claim by an Indemnified Party entered into without or suit brought against The Regents in respect of which The Regents intends to invoke the prior consent provisions of such Certificateholder, which consent shall not be unreasonably withheldthis Article 18. The indemnities contained in this Section shall survive the resignation or termination Licensee will keep The Regents informed on a current basis of the Owner Trustee or the termination of this Trust Agreement. In the event its defense of any Proceeding for which indemnity may be sought claims pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeArticle 18.

Indemnification. The Certificateholder Depositor shall cause the Servicer to agree to indemnify each of the majority of the Percentage Interest of the Certificates shall indemnify, defend and hold harmless the Owner Trustee and the Certificate Paying Agent and its respective successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee Trustee, or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Transaction Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder except only that neither the Depositor nor the Servicer shall not be liable for or required to indemnify an Indemnified Party from and or against Expenses arising or resulting from (i) the Owner Trustee's willful misconduct, gross negligence or bad faith or as a result of the Owner Trustee, (ii) the inaccuracy of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee in Section 7.3, (iii) liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee; (b) with respect to any such claim, . To the Indemnified Party shall have given such Certificateholder written notice thereof promptly after extent not paid by the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defenseServicer, such Certificateholder indemnification shall consult be paid by the Issuer in accordance with Sections 5.4(b) and 8.4(a) of the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contraryIndenture, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheldas applicable. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any claim, action or Proceeding for which indemnity may will be sought pursuant to this Section 7.02Section, the Owner Trustee's Indemnified Party’s choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the CertificatesIssuer, which approval shall not be unreasonably withheld. In addition, upon written notice to When the Owner Trustee and with incurs expenses after the consent occurrence of an Event of Default under Sections 5.1(e) of the Owner Trustee, which consent shall not be unreasonably withheldIndenture, the Certificateholder expenses are intended to constitute expenses of administration under the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of Bankruptcy Code or any Proceeding against the Owner Trusteeapplicable federal or state bankruptcy, insolvency or similar law.

Indemnification. (a) The Certificateholder Company shall indemnify the Member, Manager or any officer of the majority Company (as such, an “Indemnified Party”) who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (a “Proceeding”), including a Proceeding brought on behalf of the Percentage Interest Member, because such Indemnified Party is or was a Member, Manager or officer of the Certificates shall indemnifyCompany, defend or is or was serving at the request of the Company as a manager, director, trustee, partner or officer of another entity, against any liability and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expensesattorneys’ fees) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any by such Indemnified Party in any way relating connection with such Proceeding unless such Indemnified Party has engaged in willful misconduct or a knowing violation of the criminal law or has knowingly exceeded the authority granted by or pursuant to this Agreement, or arising out unless such Proceeding is to enforce contractual obligations of a Member under this Agreement or otherwise. No amendment of this Trust Agreement, Section shall have any effect on the other Basic Documents, the Trust Estate, the administration of the Trust Estate rights provided herein with respect to any act or the action or inaction of the Owner Trustee hereunder; provided, that: (a) omission occurring prior to such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee;amendment. (b) with respect The Company shall make advances or reimbursements for reasonable expenses (including attorneys’ fees) incurred by any Indemnified Party claiming indemnification under this Section, unless it has been determined that such Indemnified Party is not entitled to any such claim, indemnification because of a failure to meet the standards set forth in this Section. Such advances or reimbursements shall be conditioned upon receipt from the Indemnified Party shall have given claiming indemnification of a written undertaking to repay the amount of such Certificateholder written notice thereof promptly after the advances or reimbursements if it is ultimately determined that such Indemnified Party shall have actual knowledge thereof;is not entitled to indemnification. (c) while maintaining control over its own defenseThe determination that indemnification under this Section is permissible, such Certificateholder and of the reasonableness of expenses and attorney’s fees, shall consult with be determined by the Indemnified Party in preparing such defense; andMember. These determinations may be made before or after a claim for indemnification is made. (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an No Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought entitled to indemnification pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval extent such Indemnified Party is entitled to indemnification by or from another person or entity, including an insurer. (e) The Company may purchase and maintain insurance to indemnify it against the whole or any portion of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and liability assumed by it in accordance with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trusteethis Section.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates (a) Licensor shall indemnifydefend, defend indemnify and hold harmless the Owner Trustee RPX and its successorsAffiliates, assignsand their directors, officers, agents and servants employees from and against any and all actual or pending claims, losses, expenses damages or other liabilities (including reasonable attorneys’ fees), including those incurred in any dispute between the Parties, arising from Licensor’s breach under this Section 4.2(a)), with any third party, or in any enforcement of this provision, arising out of, relating to, or based upon Licensor’s or any of its Affiliates’ material breach of any representation, warranty or covenant in this Agreement. (b) In addition to any other remedies available to RPX, in the event RPX shall have a claim under Section 4.2(a), RPX shall promptly notify Licensor in writing of the claim, action, suit, proceeding or other circumstances giving rise to the claim for indemnification (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder“Underlying Claim”); provided, that: however, that the failure to give such notice shall release Licensor of its indemnification obligations only to the extent that Licensor is prejudiced by such failure. Upon receipt of such notice of an Underlying Claim, Licensor may, by written notice to RPX delivered within thirty (a30) business days of receiving such Certificateholder notice of the Underlying Claim, assume the sole defense and control of any third-party claim with its own counsel and at its own expense but shall allow RPX (or its applicable Affiliates) a reasonable opportunity to participate in the defense of such third-party claim with its own counsel and at its own expense. RPX (or its applicable Affiliates) may take any actions reasonably necessary to defend such third-party claim prior to the time that it receives a notice as contemplated by the preceding sentence. Licensor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to settle any such claim, claim other than for the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement payment of any claim by an Indemnified Party entered into money without the prior written consent of such CertificateholderRPX (or the applicable Affiliate), which consent shall not be unreasonably withheldwithheld or delayed. The indemnities contained in RPX will provide Licensor, at Licensor’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the Underlying Claim. Licensor's total liability under this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, 4.2 shall be subject limited to amounts received by Licensor under this Agreement plus the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteePatent Rights Agreement.

Indemnification. (a) The Certificateholder of the majority of the Percentage Interest of the Certificates Company shall indemnify, defend and hold save harmless each of the Owner Trustee Depositary and its successorsagents against any loss, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements liability or expense (including reasonable legal fees and expensesexpenses of counsel) of any kind and nature whatsoever (collectively, "Expenses") which that may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising arise out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) its acceptance and performance of its powers and duties in respect of this Deposit Agreement, except to the extent such Certificateholder shall not be liable for loss, liability or required expense is due to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith of the Depositary or its agents, as a result the case may be, or (b) any offer or sale of ADRs, ADSs, Shares or other Deposited Securities or any inaccuracy registration statement under the Securities Act of a representation or warranty contained 1933 in Section 6.03 expressly made respect thereof filed by the Owner Trustee;Company (including any Form F-6 registration statement to which this Deposit Agreement has been, and may hereafter be, filed or incorporated by reference therein as an exhibit), except to the extent such loss, liability or expense arises out of information (or omissions from such information) relating to it furnished in writing to the Company by the Depositary or its agents expressly for use in any such registration statement. The Depositary shall indemnify, defend and save harmless the Company against any loss, liability or expense (including reasonable fees and expenses of counsel) incurred by the Company in respect of this Deposit Agreement to the extent such loss, liability or expense is due to the negligence or bad faith of the Depositary or its agents. (b) Any person seeking indemnification hereunder (an “indemnified person”) shall notify the person from whom it is seeking indemnification (the “indemnifying person”) of the commencement of any indemnifiable action or claim promptly after such indemnified person becomes aware of such commencement (provided that the failure to make such notification shall not affect such indemnified person’s rights otherwise than under this Section 16 and shall only affect its rights hereunder to the extent such failure is prejudicial) and shall consult in good faith with respect the indemnifying person as to any the conduct of the defense of such action or claim, which shall be reasonable in the Indemnified Party circumstances. No indemnified person shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of compromise or settle any indemnifiable action or claim by an Indemnified Party entered into without the prior written consent of such Certificateholder, the indemnifying person (which consent shall not be unreasonably withheld. withheld or delayed). (c) The indemnities contained obligations set forth in this Section 16 shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In Deposit Agreement and the event succession or substitution of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trusteeindemnified person.

Indemnification. The Certificateholder A. Because Xxxxx has control of the majority content of the Percentage Interest of communications transmitted over the Certificates shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suitsTransponders, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") Protection Transponder which may at be provided hereunder, during any time period Xxxxx accesses any transponder, GE Americom shall be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party indemnified and saved harmless by Xxxxx from and against Expenses all loss, liability, damage and expense, including reasonable counsel fees and disbursements, due to: 1. Claims for libel, slander, infringement of copyright or other intellectual property rights arising or resulting from the Owner Trustee's willful misconductmaterial transmitted over any Transponder by Xxxxx, negligence by its customers or bad faith by any third party permitted to use the transponders by Xxxxx; and 2. Any other claim arising from any use of transponders furnished by GE Americom by Xxxxx, by any customer of Xxxxx or as a result of by any inaccuracy of a representation third party permitted by Xxxxx to use the Transponders. B. Any Party obligated to provide indemnification pursuant to this Article 15 or warranty contained in Section 6.03 expressly made by Article 16 (the Owner Trustee; "indemnitor") shall promptly defend any claims against the Party entitled to indemnification from the indemnitor pursuant to this Article 15 or Article 16 (bthe "indemnitee") with respect to counsel of the indemnitor's choosing at its own cost and expense. The indemnitee shall cooperate with, and assist as reasonably requested by, the indemnitor in the defense of any such claim, including the Indemnified Party settlement thereof on a basis stipulated by the indemnitor (with the indemnitor being responsible for all costs and expenses of defending such claim or making such settlement); provided, however, that (1) the indemnitor will not, without the indemnitee's consent, settle or compromise any claim or consent to any entry of judgment which does not include the giving by the claimant or the plaintiff to the indemnitee of an unconditional release from all liability with respect to such claim, (2) the indemnitee shall have given be entitled to participate at its sole expense in the defense of any such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over claim and to employ counsel at its own defense, such Certificateholder shall consult with expense to assist in the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent handling of such Certificateholderclaim, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive and (3) the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates indemnitee shall have the right to assume pay, settle or compromise any such claim as to itself, provided that in such event the defense indemnitor shall be relieved of any Proceeding against liability or obligation which would otherwise then or thereafter have existed or arisen under this Article 15 or Article 16 in respect of such claim. The indemnitor shall be relieved of its obligations under this Article unless the Owner Trusteeindemnitee notifies the indemnitor promptly in writing of any claim, suit or proceeding covered by Article 15.A. and at the indemnitor's expense, gives the indemnitor such information and assistance to settle and/or to defend any such claim, suit or proceeding as the indemnitor may reasonably request.

Indemnification. The Certificateholder (a) From and at all times after the date of this Agreement, the majority of Purchaser and the Percentage Interest of Seller shall, jointly and severally, to the Certificates shall indemnifyfullest extent permitted by law and to the extent provided herein, defend defend, indemnify and hold harmless the Owner Trustee Escrow Agent and its successorseach director, assignsofficer, agents employee, attorney, agent and servants affiliate of the Escrow Agent (collectively, the "“Indemnified Parties"”) from and against, against any and all liabilitiesactions, obligationsclaims (whether or not valid), losses, damages, taxesliabilities, claims, actions costs and suits, and expenses of any and all reasonable costs, expenses and disbursements kind or nature whatsoever (including reasonable legal fees attorneys’ fees, costs and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, by or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate Indemnified Parties from and after the date hereof in connection with the Escrow Agent’s good faith acceptance of and performance of its duties and obligations under this Agreement or the action which arise directly or inaction indirectly by virtue of the Owner Trustee Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconducthowever, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the that no Indemnified Party shall have given the right to be indemnified hereunder for any liability (or any cost or expense related to such Certificateholder written notice thereof promptly after liability, including attorneys’ fees, costs and expenses) finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defensepromptly notify the Purchaser and the Seller in writing, such Certificateholder shall consult with and the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to Purchaser and the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates Seller shall have the right to assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party unless (i) the Purchaser and the Seller mutually agree in writing to pay such fees and expenses, (ii) both the Purchaser and the Seller shall fail to assume the defense of such action or proceeding or shall fail, in the reasonable discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party, on the one hand, and the Purchaser or the Seller, on the other hand, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Purchaser or the Seller. All such fees and expenses payable by the Purchaser and the Seller pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. All of the foregoing losses, damages, costs and expenses of the Indemnified Parties shall be payable upon demand of such Indemnified Party, jointly and severally, by the Seller and the Purchaser. The obligations of the Purchaser and the Seller under this Section 4.2 shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent. (b) The Parties agree that neither the payment by the Purchaser and the Seller of any Proceeding against claim by the Owner TrusteeEscrow Agent for indemnification hereunder nor the disbursement of any amounts to the Escrow Agent from the Escrow Fund in respect of a claim by the Escrow Agent for indemnification shall impair, limit, modify, or affect, as between the Purchaser and the Seller, the respective rights and obligations of the Seller, on the one hand, and the Purchaser, on the other hand, under this Agreement. The Purchaser and the Seller agree solely between themselves that any obligation for indemnification under this Section 4.2 (or for fees and expenses of the Escrow Agent described in Section 4.1) shall be borne by the Party or Parties determined by an arbitrator or a court of competent jurisdiction to be responsible for causing the loss, damage, liability, cost or expense for which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by the Purchaser and one-half by the Seller.

Indemnification. (a) The Certificateholder of RMBS Master Servicer agrees to indemnify the majority of the Percentage Interest of the Certificates shall indemnify, defend Indenture Trustee and hold harmless the Owner Trustee for, and its successorsto hold the Indenture Trustee and the Owner Trustee, assignsas the case may be, agents and servants (collectively, the "Indemnified Parties") from and harmless against, any claim, tax, penalty, loss, liability or expense of any kind whatsoever, incurred without negligence (gross negligence in the case of the Owner Trustee) or willful misconduct on its part, arising out of, or in connection with, the failure by the RMBS Master Servicer to perform its duties in compliance with this Servicing Agreement, including the costs and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of defending against any kind and nature whatsoever (collectivelyclaim in connection with the exercise or performance of any of its powers or duties under any Basic Document, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, provided that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (bi) with respect to any such claim, the Indemnified Party Indenture Trustee or Owner Trustee, as the case may be, shall have given such Certificateholder the RMBS Master Servicer written notice thereof promptly after the Indemnified Party Indenture Trustee or Owner Trustee, as the case may be, shall have actual knowledge thereof, it being understood that failure to give such notice shall not relieve the RMBS Master Servicer of its indemnification obligations hereunder; (cii) while maintaining control over its own defense, such Certificateholder the Company, the Indenture Trustee or Owner Trustee, as the case may be, shall cooperate and consult fully with the Indemnified Party RMBS Master Servicer in preparing such defense; and (diii) notwithstanding anything in this Trust Servicing Agreement to the contrary, such Certificateholder the RMBS Master Servicer shall not be liable for settlement of any claim by an Indemnified Party the Indenture Trustee or the Owner Trustee, as the case may be, entered into without the prior consent of such Certificateholderthe RMBS Master Servicer, which consent shall not be unreasonably withheld. . (b) The indemnities RMBS Master Servicer agrees to indemnify the Owner Trustee for, and to hold the Owner Trustee, harmless against, any claim, tax, penalty, loss, liability or expense of any kind whatsoever, in connection with the Owner Trustee's duties under any of the Basic Documents, except to the extent that such claim, tax, penalty, loss liability or expense is (i) caused by the Owner Trustee's own willful misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) incurred as a result of the inaccuracy of any representation or warranty contained in Section 6.03 of the Trust Agreement expressly made by the Owner Trustee. (c) No termination of this Section shall survive Servicing Agreement or the resignation or termination removal of the Owner Trustee or the Indenture Trustee shall affect the obligations created by this Section 5.06 of the RMBS Master Servicer to indemnify the Indenture Trustee and the Owner Trustee under the conditions and to the extent set forth herein. This section shall survive the termination of this Trust AgreementServicing Agreement and the resignation or removal of the RMBS Master Servicer. In Any amounts to be paid by the event of any Proceeding for which indemnity may be sought RMBS Master Servicer pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall Subsection may not be unreasonably withheld. In addition, upon written notice to paid from the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeTrust Estate.

Indemnification. 20.1 The Certificateholder of the majority of the Percentage Interest of the Certificates Licensee shall indemnify, defend and hold harmless and defend The Regents, its officers, employees, and agents; the Owner Trustee sponsors of the research that led to the invention; and its successors, assigns, agents the inventors of the patents and servants (collectively, the "Indemnified Parties") from patent applications in Regents’ Patent Rights and against, their employers against any and all liabilitiesclaims, obligationssuits, losses, liabilities, damages, taxescosts, claims, actions and suitsfees, and any and all reasonable costs, expenses and disbursements asserted by third parties (including reasonable legal fees and expenses“Claims”) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to resulting from or arising out of exercise of this Trust Agreementlicense or any voluntary sublicense, except to the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or extent resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result breach of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made this Agreement by the Owner Trustee; (b) The Regents; provided that Licensee shall have no obligations with respect to any Claims unless the person or entity claiming under this Paragraph 20.1 (i) promptly notifies Licensee in writing of such claimClaims, (ii) gives Licensee sole control of the Indemnified Party shall have given such Certificateholder written notice defense and settlement thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder provided that Licensee shall not be liable for settlement admit to wrongdoing or liability on the part of any claim by an Indemnified Party entered into The Regents without the prior written consent of The Regents), and (iii) provides Licensee, at Licensee’s expense, with reasonable assistance and full information with respect to such CertificateholderClaims. This indemnification includes, but is not limited to, any product liability. Notwithstanding the foregoing, the Licensee shall have no obligations for any claim if the person (as listed above) seeking indemnification makes any admission or settlement regarding such claim without the prior written consent of the Licensee, which consent shall not be unreasonably withheld. . 20.2 The indemnities contained in this Section Licensee, at its sole cost and expense, shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee insure its activities in connection with the execution work under this Agreement and delivery obtain (not later than the start of this Trust AgreementPhase I clinical trials of a product intended for Commercial Sale), shall be subject keep in force and maintain insurance as follows, or an equivalent program of self insurance. 20.3 Comprehensive or commercial form general liability insurance (contractual liability included) with limits as follows: • Each Occurrence $1,000,000 • Products/Completed Operations Aggregate $5,000,000 • Personal and Advertising Injury $1,000,000 • General Aggregate (commercial form only) $5,000,000 The coverage and limits referred to under the approval above do not in any way limit the liability of the Certificateholder Licensee. The Licensee shall furnish The Regents with certificates of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheldinsurance showing compliance with all requirements. In addition, upon Certificates must: • Provide for thirty (30) days’ advance written notice to The Regents of any modification. • Indicate that The Regents has been endorsed as an additional Insured under the Owner Trustee coverage referred to under the above. • Include a provision that the coverage will be primary and will not participate with nor will be excess over any valid and collectable insurance or program of self-insurance carried or maintained by The Regents. 20.4 The Regents shall notify the consent Licensee in writing of any claim or suit brought against The Regents in respect of which The Regents intends to invoke the Owner Trustee, which consent provisions of this Article. The Licensee shall not be unreasonably withheld, the Certificateholder keep The Regents informed on a current basis of the majority of the Percentage Interest of the Certificates shall have the right to assume the its defense of any Proceeding against the Owner Trusteeclaims under this Article.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates shall indemnify, defend Trust agrees to indemnify and hold harmless the Owner Trustee BISYS, its employees, agents, directors, officers and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") nominees from and against, against any and all liabilitiesclaims, obligations, losses, damages, taxes, claimsdemands, actions and suits, and from and against any and all reasonable judgments, liabilities, losses, damages, costs, expenses and disbursements (including reasonable legal charges, counsel fees and expenses) other expenses of any kind every nature and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, character arising out of or asserted against the Owner Trustee or any Indemnified Party in any way relating to BISYS' actions taken or arising out omissions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to BISYS by the Trust, the investment adviser, fund accountant, administrator, sub-administrator or custodian thereof; provided that this indemnification shall not apply to actions or omissions of BISYS in cases of its own bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties; and further provided that prior to confessing or settling any claim against it which may be the subject of this Trust Agreementindemnification, the other Basic Documents, BISYS shall give the Trust Estatewritten notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS. BISYS shall indemnify, the administration of defend, and hold the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party harmless from and against Expenses arising or any and all third party claims, actions and suits and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) resulting directly and proximately from the Owner TrusteeBISYS's willful misconductmisfeasance, negligence or bad faith or as a result negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any inaccuracy of a representation pending or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case a party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder except to the extent the indemnifying party is materially prejudiced thereby. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the Indemnified Party defense shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement be conducted by counsel chosen by it and reasonably satisfactory to the contraryindemnified party, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which whose approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with event that the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right indemnifying party elects to assume the defense of any Proceeding against suit and retain counsel, the Owner Trusteeindemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the indemnified party. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.

Indemnification. The Certificateholder Except as otherwise provided by the terms of the majority of the Percentage Interest of the Certificates shall this Agreement, each Party hereto (each, an “Indemnitor”) agrees to indemnify, defend and hold harmless the Owner Trustee other Party and its successorsthe respective officers, assignsdirectors, agents employees, agents, attorneys, members and servants shareholders of each of the foregoing (collectively, collectively called the "Indemnified Parties"“Indemnitees”) from and against, against any and all liabilities, obligations, losses, damages, taxespenalties, actions, judgments, suits, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and or nature whatsoever (collectivelyincluding without limitation reasonable attorneys’ fees and disbursements in connection with any investigative, "Expenses"administrative or judicial proceeding) which may at any time be (“Losses”) imposed on, incurred by, by or asserted against such Indemnitees, whether brought under common law or in equity, or in contract, tort or otherwise, caused by, arising from or connected with (i) any misrepresentation or the Owner Trustee or any Indemnified Party breach in any way relating material respect by the Indemnitor of any term, condition, representation, obligation or warranty of the Indemnitor set forth in this Agreement or in any schedule, exhibit, or certificate furnished by the Indemnitor pursuant to this Agreement; or arising out (ii) the negligence or willful misconduct of the Indemnitor. Notwithstanding the prior paragraph, before either Party shall be entitled to indemnification as provided in this Trust Agreement, Section the Party claiming indemnification shall give notice to the other Basic Documents, Party (the Trust Estate, the administration “Indemnitor”) of the Trust Estate claimed breach, negligence or willful misconduct and the action Indemnitor shall have sixty (60) days to cure such breach, negligence or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result which period of time shall be allowed before any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect attempt to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding enforce rights to indemnification hereunder. Notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contrary contained in this Section Agreement, such 60-day cure period shall survive the resignation or termination be in lieu of and not in addition to any other cure period provided under any other provision in this Agreement. Cure of the Owner Trustee breach, negligence or willful misconduct within the termination of this Trust Agreement. In 60-day cure period shall not relieve the event of any Proceeding Indemnitor from its obligations to indemnify the Indemnitees for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained Losses suffered by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval Indemnitees on account of the Certificateholder breach, negligence or willful misconduct of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner TrusteeIndemnitor.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates shall Seller agrees to indemnify, defend and hold harmless the Owner Buyer, the Trustee and its successorsany of their respective members, assignsmanagers, authorized persons, officers, directors, employees, personnel and agents and servants (collectively, the "any one of which is an “Indemnified Parties"Party”) from and against, against any and all liabilities, obligationsclaims, losses, damagespenalties, taxesfines, claimsforfeitures, actions and suitsjudgments, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) related costs, and any other reasonable costs, fees and expenses that such Person may sustain as a result of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, the Seller’s fraud or asserted against the Owner Trustee or any Indemnified Party failure of the Seller to perform its duties in any way relating to or arising out compliance in all material respects with the terms of this Trust Agreement, except to the other Basic Documentsextent arising from gross negligence, willful misconduct or fraud by the Trust EstatePerson claiming indemnification, provided that the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder Seller shall not be liable for any consequential (including loss of profit), indirect, special or required punitive damages hereunder. Any Person seeking indemnification hereunder shall promptly notify the Seller if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to indemnify an Indemnified Party from a claim of indemnification hereunder but failure to provide such notice shall not relieve the Seller of its indemnification obligations hereunder unless and against Expenses arising to the extent the Seller is deprived of material substantive or resulting from the Owner Trustee's willful misconduct, negligence procedural rights or bad faith or defenses as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section Seller shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and assume (with the consent of the Owner TrusteeIndemnified Party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which consent may be entered against the Indemnified Party in respect of such claim. The parties agree that the provisions of this Section 7.01 shall not be unreasonably withheld, interpreted to provide recourse to the Certificateholder Seller against loss by reason of the majority bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Collateral Obligation and that the Seller does not hereby agree to maintain the solvency of the Percentage Interest of the Certificates Buyer. The Seller shall have no liability for making indemnification hereunder to the right to assume the defense of extent any Proceeding against the Owner Trusteesuch indemnification constitutes recourse for any uncollectible or uncollected Collateral Obligation.

Indemnification. The Certificateholder 9.1. If ShopKo makes the election contemplated by Section 5.13(d) of the majority Merger Agreement, then the provisions of this Section 9 shall apply. 9.2. Within 30 days after expiration of the Percentage Interest Offer, ShopKo shall cause Deloitte & Touche L.L.P. ("D&T") to conduct and complete a review of the Certificates shall indemnify, defend Company Net Working Capital amount for the Company Fiscal Period as prepared by Xxxxxx Xxxxxxxx pursuant to Section 5.13(b) of the Merger Agreement and hold harmless the Owner Trustee and deliver a certificate based on its successors, assigns, agents and servants review to Parent (collectively, the "Indemnified PartiesAudited Company Net Working Capital Certificate"). The amount of any deficiency between the amount shown for (A) Company Net Working Capital on the Audited Company Net Working Capital Certificate and (B) $55.0 million is referred to herein as the "Audit Adjustment". 9.3. The Audited Company Net Working Capital Certificate as prepared by D&T and delivered to Parent shall be deemed to be accepted by and shall be conclusive for the purposes of the Audit Adjustment provided herein except to the extent that Parent or Parent's accountant shall have delivered, within twenty (20) days following receipt of the Audited Company Net Working Capital Certificate, a written notice to ShopKo setting forth the items which Parent disputes as not being in accordance with the requirements of this Agreement or as having computational errors, specifying in reasonable detail the nature and extent of any such exception. If any change proposed by Parent is disputed by ShopKo, then ShopKo and Parent shall negotiate in good faith to resolve such dispute. If, after a period of ten (10) days, any proposed change remains disputed, ShopKo and Parent shall together choose an independent firm of public accountants of nationally recognized standing (the "Independent Auditor") within one business day to resolve any remaining dispute. The determination of the Independent Auditor, which shall be made by the Independent Auditor within 30 days of its engagement shall be conclusive and binding on all parties. ShopKo and Parent each shall pay one-half of the expenses and fees of the Independent Auditor. 9.4. Any Audit Adjustment payable pursuant to this Section shall be paid by ShopKo to Parent together with interest thereon at an annual rate equal to the reference rate from time to time of Chase Manhattan Bank N.A. (the "Reference Rate") from and againstincluding the date of the expiration of the Offer to but not including the date of payment, promptly, but in any and all liabilitiesevent within one business day, obligationsfollowing final determination of such amount. If payment for such Audit Adjustment is not delivered by ShopKo to Parent within one business day from when due, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) the outstanding balance of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought payment payable pursuant to this Section 7.02, shall thereafter bear interest at the Owner Trustee's choice lesser of legal counsel, if other than (i) the legal counsel retained Reference Rate plus 2% or (ii) the highest rate of interest allowed by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trusteeapplicable law.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates shall indemnify, defend You agree to indemnify and hold harmless the Owner Trustee and its successors, assigns, agents and servants (collectively[Agent Name], the "Indemnified Parties"issuer of the Securities, each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) [Agent Name] or the issuer of the Securities, and their respective directors, officers and employees from and against, against any and all losses, liabilities, obligations, losses, damages, taxes, claims, costs or claims (or actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expensesin respect thereof) of any kind and nature whatsoever (collectively, "ExpensesLosses") to which any of them may at become subject (including all reasonable costs of investigating, disputing or defending any time be imposed onsuch claim or action), incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising insofar as such Losses arise out of this Trust Agreementor are in connection with the breach of any representation, warranty or agreement made by you herein. If any claim, demand, action or proceeding (including any governmental investigation) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party, the other Basic Documentsindemnified party shall promptly notify the indemnifying party in writing, and the Trust Estateindemnifying party, the administration upon request of the Trust Estate indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnified party may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (iii) the action named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or inaction potential differing interests between them. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. Such firm shall be designated in writing by the Owner Trustee hereunder; provided, that: (a) such Certificateholder indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or required if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify an Indemnified Party the indemnified party from and against Expenses arising any loss or resulting from liability by reason of such settlement or judgment. No indemnifying party shall, without the Owner Trustee's willful misconductprior written consent of the indemnified party, negligence or bad faith or as a result of effect any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an Indemnified Party entered into without the prior consent unconditional release of such Certificateholder, which consent shall not be unreasonably withheldindemnified party from all liability on claims that are the subject matter of such proceeding. The indemnities indemnity agreements contained in this Section and the representations and warranties by you in this Agreement shall survive the resignation or termination of the Owner Trustee or the remain operative and in full force and effect regardless of: (i) any termination of this Trust Agreement. In the event of ; (ii) any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trusteeinvestigation made by an indemnified party or on such party's choice of legal counsel, if other than the legal counsel retained behalf or any person controlling an indemnified party or by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval or on behalf of the Certificateholder indemnifying party, its directors or officers or any person controlling the indemnifying party; and (iii) acceptance of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of payment for any Proceeding against the Owner TrusteeSecurities.

Indemnification. The Certificateholder of To the majority of extent permitted by law, the Percentage Interest of the Certificates shall indemnify, defend Company will indemnify and hold Executive harmless the Owner Trustee and its successorsagainst any liability, assignsdamage, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, cost or expense incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery defense of this Trust Agreementany action, shall be subject suit or proceeding to which he is a party, or threat thereof, by reason of his being or having been an officer or director of the Company or any affiliate of the Company, to the approval extent permitted by applicable law; provided, however, that this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have acted against the interests of the Certificateholder Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive under this section of notice of the majority commencement of any action (including any governmental action), Executive shall, if a claim in respect thereof is to be made against Executive under this section, deliver to the Company a written notice of the Percentage Interest of commencement thereof and Executive shall have the Certificatesright to participate in, which and, to the extent Executive so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld. In addition); provided, upon written notice to however, that the Owner Trustee and indemnified party (together with the consent of the Owner Trustee, all other indemnified parties which consent shall not may be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates represented without conflict by one counsel) shall have the right to assume retain one separate counsel, with the defense fees and expenses to be paid by Executive, if representation of such indemnified party by the counsel retained by Executive would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to Executive within a reasonable time of the commencement of any Proceeding against such action, if prejudicial to its ability to defend such action, shall relieve such Executive of any liability to the Owner Trusteeindemnified party under this section, but the omission so to deliver written notice to Executive will not relieve it of any liability that it may have to any indemnified party otherwise than under this section. If the indemnification provided for in this section is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then Executive, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of Executive on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of Executive and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the alleged omission to state a material fact relates to information supplied by Executive or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

Indemnification. (a) The Certificateholder of the majority of the Percentage Interest of the Certificates Trust hereby agrees to be primary obligor and shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and its successorsany of the officers, assignsaffiliate, directors, employees and agents and servants of the Trustee (collectively, the "“Indemnified Parties"Persons”) from and against, against any and all liabilities, obligations, losses, damages, taxesliabilities (including liabilities under any state or federal securities laws), claims, actions and actions, suits, and any and all reasonable costs, expenses and expenses, disbursements (including for each Indemnified Person the reasonable fees and expenses of counsel and fees and expenses (including legal fees and expenses) incurred in connection with enforcement of its indemnification rights hereunder), taxes and penalties of any kind and nature whatsoever (collectively, "“Expenses") which may ”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time be imposed on, incurred by, or asserted against such Indemnified Persons with respect to the Owner Trustee or any Indemnified Party in any way relating to or arising out performance of this Trust Agreement, the other Basic Documentscreation, the Trust Estate, the administration operation or termination of the Trust Estate or the action or inaction transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which are adjudicated by a court of competent jurisdiction to be a direct result of the Owner willful misconduct, bad faith or gross negligence of an Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay an Indemnified Person within sixty (60) days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless an Indemnified Person as if it were the primary obligor hereunder; provided, that: (a) such Certificateholder however, that the Sponsor shall not be liable for or required to indemnify an any Indemnified Party from and against Person for any Expenses arising or resulting from which are adjudicated by a court of competent jurisdiction to be a direct result of the Owner Trustee's willful misconduct, negligence or bad faith or as a result gross negligence of an Indemnified Person. To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Sponsor prior to the final disposition of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made matter upon receipt by the Owner Trustee;Sponsor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined by a court of competent jurisdiction that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. (b) with respect As security for any amounts owing to any such claimthe Trustee hereunder, the Indemnified Party Trustee shall have given such Certificateholder written notice thereof promptly after a lien against the Trust property, which lien shall be prior to the rights of the Sponsor, or any other Shareholder. The obligations of the Sponsor and the Trust to indemnify the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in Persons under this Section 5 shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In Agreement and resignation or removal of the event Trustee. (c) The obligations of any Proceeding for which indemnity may be sought pursuant the Sponsor and the Trust to this Section 7.02, indemnify the Owner Trustee's choice Indemnified Persons will survive the termination of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of any Proceeding against the Owner Trustee.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Registrar and Certificate Paying Agent, and their respective successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which that may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee Trustee, the Certificate Registrar and the Certificate Paying Agent, solely in its capacity as Certificate Paying Agent, hereunder; , provided, that: (a) such Certificateholder the Depositor shall not be liable for or required to indemnify an Indemnified Party Party, as applicable, from and against Expenses arising or resulting from the Owner Trustee's such Indemnified Party’s own willful misconduct, gross negligence or bad faith or or, as to the Owner Trustee, as a result of any inaccuracy of a express representation or warranty contained in Section 6.03 expressly made by the Owner TrusteeTrustee in Section 6.03 hereof; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder the Depositor written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; provided, however, that failure to give such notice shall not affect the indemnification of the Indemnified Party except to the extent the Depositor is materially prejudiced by such failure; (c) while maintaining control over its own defense, such Certificateholder the Depositor shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder the Depositor shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, the Depositor which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee Trustee, the Certificate Registrar or the Certificate Paying Agent and with the consent of the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have Depositor has the right to assume the defense of any Proceeding claim, action or proceeding against the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates Licensor, at its own expense, shall indemnify, defend indemnify and hold harmless the Owner Trustee Licensee and its successorsLicensee Affiliates, and their directors, officers, employees, agents, successors and assigns, agents and servants (collectively, the "Indemnified Parties") from and against, defend any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted action brought against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) same with respect to any such claim, demand, cause of action, debt, liability, damage, cost, loss or expense, including attorneys’ fees and expenses, based on a claim that any information, design, specification, instruction, trade secrets, software, data, or material furnished by Licensor, including the Indemnified Party Product (collectively, “Materials”), in connection with either the provision or the receipt of Product or Services hereunder infringes or violates any patent, copyright, trade secret, license, or other proprietary right of any third party. Licensor shall have given control such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement defense and all negotiations relative to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered such claim; provided, however, that Licensor shall not enter into any settlement or compromise that adversely affects any rights of or imposes any obligation or liability on Licensee without the prior consent of Licensee. Upon Licensor’s request, Licensee will provide Licensor with the assistance, information, and authority reasonably necessary to perform the above defense, and Licensor shall reimburse Licensee for reasonable out- of-pocket expenses incurred in providing such Certificateholderassistance. Licensee may, at its own expense, further assist in such defense if it so chooses. Licensee shall promptly provide Licensor with written notice of any claim which Licensee believes falls within the scope of this Section; provided, however, that failure by Licensee to provide such notice shall not affect Licensor’s obligations under this Section to the extent that Licensor is not materially prejudiced thereby. At any time after Licensor becomes aware of any such claim, Licensor may procure for Licensee the right to continue to use the Materials. If the Materials or any portion thereof is held to constitute an infringement and its use is enjoined, Licensor shall, at its option and at its own expense: (i) modify the infringing Materials without impairing in any respect the functionality or performance, so that it is non-infringing; (ii) procure for Licensee the right to continue to use the infringing Materials; or (iii) replace the Materials with an equally suitable, non-infringing replacement, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates Licensee shall have the right to assume subject to reasonable acceptance testing. If none of the defense foregoing alternatives are available to Licensor, Licensee shall receive, in addition to its rights and remedies available to it under this Agreement and pursuant to law, a repayment of all license fees and Support Services fees paid to Licensor plus any Proceeding against costs incurred by Licensee in the Owner Trustee.removal of such Materials and installation of alternative products. Licensor shall accept return of the Materials at its expense, once Licensee has arranged for the continuation of the functions performed thereby. THIS STATES LICENSOR’S ENTIRE LIABILITY WITH RESPECT TO

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates shall indemnify, defend You agree to indemnify and hold harmless the Owner Trustee and its successorsABN AMRO Financial Services, assigns, agents and servants (collectivelyInc., the "Indemnified Parties"issuer of the Securities, each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) ABN AMRO Financial Services, Inc. or the issuer of the Securities, and their respective directors, officers, and employees from and against, against any and all losses, liabilities, obligations, losses, damages, taxes, claims, costs or claims (or actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expensesin respect thereof) of any kind and nature whatsoever (collectively, "ExpensesLosses") to which any of them may at become subject (including all reasonable costs of investigating, disputing or defending any time be imposed onsuch claim or action), incurred byinsofar as such Losses arise out of or are in connection with the breach of any representation, warranty, or asserted agreement made by you herein. If any claim, demand, action or proceeding (including any governmental investigation) shall be brought or alleged against the Owner Trustee or any Indemnified Party an indemnified party in any way relating respect of which indemnity is to or arising out of this Trust Agreementbe sought against an indemnifying party, the other Basic Documentsindemnified party shall promptly notify the indemnifying party in writing, and the Trust Estateindemnifying party, the administration upon request of the Trust Estate indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnified party may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (iii) the action named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or inaction potential differing interests between them. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. Such firm shall be designated in writing by the Owner Trustee hereunder; provided, that: (a) such Certificateholder indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or required if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify an Indemnified Party the indemnified party from and against Expenses arising any loss or resulting from liability by reason of such settlement or judgment. No indemnifying party shall, without the Owner Trustee's willful misconductprior written consent of the indemnified party, negligence or bad faith or as a result of effect any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee; (b) with respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an Indemnified Party entered into without the prior consent unconditional release of such Certificateholder, which consent shall not be unreasonably withheldindemnified party from all liability on claims that are the subject matter of such proceeding. The indemnities indemnity agreements contained in this Section and the representations and warranties by you in this Agreement, shall survive the resignation or termination of the Owner Trustee or the remain operative and in full force and effect regardless of: (i) any termination of this Trust Agreement. In the event of ; (ii) any Proceeding for which indemnity may be sought pursuant to this Section 7.02, the Owner Trusteeinvestigation made by an indemnified party or on such party's choice of legal counsel, if other than the legal counsel retained behalf or any person controlling an indemnified party or by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval or on behalf of the Certificateholder indemnifying party, its directors or officers or any person controlling the indemnifying party; and (iii) acceptance of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates shall have the right to assume the defense of payment for any Proceeding against the Owner TrusteeSecurities.

Indemnification. The Certificateholder of the majority of the Percentage Interest of the Certificates shall (a) Subscriber agrees to indemnify, hold harmless, reimburse and defend and hold harmless the Owner Trustee Company and its successorsofficers, assignsdirectors, agents employees, agents, counsel, control persons and servants (collectivelyprincipal stockholders, the "Indemnified Parties") from and againstagainst any claim, any and all liabilitiescost, obligationsexpense, lossesliability, damagesobligation, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements loss or damage (including reasonable legal fees and expensesfees) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed onnature, incurred by, by or asserted against imposed upon the Owner Trustee Company or any Indemnified Party in any way relating to or arising such person which results, arises out of this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action is based upon (i) any material misrepresentation by Subscriber or inaction of the Owner Trustee hereunder; provided, that: (a) such Certificateholder shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result breach of any inaccuracy of a representation or warranty contained by Subscriber in Section 6.03 expressly made this Agreement, or other agreement delivered pursuant hereto or in connection herewith, now or after the date hereof; or (ii) after any applicable notice and/ or cure periods, any breach or default in performance by Subscriber of any covenant or undertaking to be performed by Subscriber hereunder, or any other agreement entered into by Subscriber and the Owner Trustee;Company relating hereto. (b) with If any action shall be brought against an indemnified party in respect to any such claim, the Indemnified Party shall have given such Certificateholder written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) while maintaining control over its own defense, such Certificateholder shall consult with the Indemnified Party in preparing such defense; and (d) notwithstanding anything in this Trust Agreement to the contrary, such Certificateholder shall not be liable for settlement of any claim by an Indemnified Party entered into without the prior consent of such Certificateholder, which consent shall not be unreasonably withheld. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which indemnity may be sought pursuant to this Section 7.02Agreement, the Owner Trustee's choice of legal counselindemnified shall promptly notify the indemnifying party in writing, if other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of the Percentage Interest of the Certificates, which approval shall not be unreasonably withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the Percentage Interest of the Certificates indemnifying party shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the indemnified party. Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of indemnified party except to the extent that (i) the employment thereof has been specifically authorized by indemnifying party in writing, (ii) the indemnifying party has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the indemnifying party and the position of indemnified party, in which case the indemnifying party shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The indemnifying party will not be liable to the indemnified party under this Agreement (y) for any settlement by an indemnified party effected without the indemnifying party’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to the indemnified party’s breach of any Proceeding against of the Owner Trusteerepresentations, warranties, covenants or agreements made by the indemnified party in this Agreement.