Common use of Indemnification of the Trustee Clause in Contracts

Indemnification of the Trustee. (a) The Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Servicer's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee's failure to give any such notice shall not affect the Indemnified Person's right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreement.

Indemnification of the Trustee. (a) The Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer's ’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Servicer's ’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee's ’s failure to give any such notice shall not affect the Indemnified Person's ’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreement.

Indemnification of the Trustee. the Master Servicer and the Securities Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement Agreement, the Servicing Agreements, the Assignment Agreements or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Master Servicer's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after a Responsible Officer of the Indemnified Person Trustee shall have with respect to such claim or legal action actual knowledge thereof. The Trustee's failure to give any such notice shall not affect the Indemnified PersonTrustee's right to indemnification hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Trustee Securities Administrator and the termination of this Agreement.

Indemnification of the Trustee. (a) The Servicer Company agrees to indemnify and hold harmless the Trustee and its officers, directors, employees and agents ((the “Indemnified Persons forParties”) from and against all claims, losses, damages, costs, penalties, fines and to hold them harmless against, any loss, liability or expense reasonable expenses (including reasonable expenses of the Trustee’s legal fees and disbursements of counsel) incurred which, without negligence, misconduct or bad faith on their the part that of any of the Indemnified Parties, may be sustained paid, incurred or suffered by any of the Indemnified Parties by reason of or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement or any written or oral instructions delivered to the Certificates or Trustee by the powers of attorney delivered Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Indemnified Parties unless the Company shall be notified by the Trustee hereunder (i) related to the Servicer's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Servicer's willful misfeasance, bad faith or gross negligence in the performance written assertion of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such a claim or legal of any action (or pending or threatened claim or legal action), commenced against the any of the Indemnified Person shall have given the Servicer and the Depositor written notice thereof Parties, promptly after the Indemnified Person Trustee shall have received any such written assertion of a claim, or shall have been served with respect a summons or other first legal process giving information as to such claim or legal action knowledge thereofthe nature and basis of the claim. The Trustee's failure Company shall be entitled to give participate at its own expense in the defence of the assertion or claim. The Company may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such notice claim. The Indemnified Parties shall not affect have the Indemnified Person's right to indemnification hereunderemploy separate counsel in any such suit and participate in the defence thereof, except to but the extent fees and expenses of such counsel shall be at the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal expense of the Servicer or the Trustee and the termination of this Agreement.unless:

Indemnification of the Trustee. (a) The Servicer Trustee agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Servicer's Trustee’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Servicer's Trustee’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor Seller written notice thereof promptly after a responsible officer of the Indemnified Person Trustee shall have with respect to such claim or legal action actual knowledge thereof. The Trustee's ; provided, however, the failure to give any such notice shall not affect relieve the Indemnified Person's right to Trustee of its indemnification obligations hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination of this Agreement.

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

Indemnification of the Trustee. (a) The Servicer agrees Issuer and each Guarantor jointly and severally agree to indemnify and hold harmless the Indemnified Persons forTrustee, its directors, officers, agents, representatives, attorneys, and to hold them harmless againstemployees (each, an “Indemnitee”) from and against any lossand all losses, liability liability, damage, claim (whether asserted by a Guarantor, the Issuer, a Holder or any other person) or expense (including reasonable legal fees compensation and expenses and disbursements of each of the Trustee’s counsel) ), including any such amounts incurred on their part that may be sustained in connection withwith enforcing the Issuer’s obligations, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating its obligation to this Agreement or the Certificates or the powers of attorney delivered by indemnify the Trustee hereunder (icollectively, “Losses”) related to the Servicer's failure to perform its duties in compliance connection with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason arising out of the Servicer's willful misfeasance, bad faith administration of this Indenture by the Trustee or gross negligence in the exercise or performance of the Trustee’s rights, duties hereunder or by reason of reckless disregard of obligations and duties powers hereunder, providedor in connection with the enforcement of any rights of Holders hereunder, in each case, that done or made in good faith by the Trustee and in accordance with respect the standards applicable to any such claim or legal action (or pending or threatened claim or legal action)the Trustee under this Article 7, the Indemnified Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal action knowledge thereof. The Trustee's failure to give any such notice shall not affect the Indemnified Person's right to indemnification hereunder, except to the extent such Losses were incurred due to the Servicer is materially prejudiced by gross negligence or willful misconduct on the part of such failure to give noticeIndemnitee. This indemnity provision shall survive the resignation or removal of the Servicer or the Trustee and the termination or discharge of this AgreementIndenture.

Indemnification of the Trustee. the Custodian and the Securities Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Master Servicer's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person shall have given the Master Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have have, with respect to such claim or legal action action, knowledge thereof. The Trustee's failure to give any such notice shall not affect the Indemnified Person's right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer Trustee, the Master Servicer, the Custodian or the Trustee Securities Administrator and the termination of this Agreement.

Indemnification of the Trustee. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense incurred on their part, arising out of, or in connection with, this Agreement, including the costs and expenses (including reasonable legal fees and disbursements expenses) of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, defending themselves against any such claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder other than (i) any loss, liability or expense related to the Servicer's its failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or Agreement and (ii) any loss, liability or expense incurred by reason of the Servicersuch Person's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, provided that with respect to any such claim or legal action (or pending or threatened claim or legal action)claim, the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after the Indemnified Person Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee's failure to give Master Servicer shall assume the defense of any such notice shall not affect the claim for which an Indemnified Person's right Person is entitled to indemnification hereunderpursuant to this Section 7.03, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination Master Servicer shall pay all expenses in connection therewith, including reasonable legal fees, and shall promptly pay, discharge and satisfy any judgment or decree which may be rendered against an Indemnified Person in respect of this Agreementsuch claim.

Indemnification of the Trustee. the Master Servicer and the Securities Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement Agreement, the Servicing Agreements, the Assignment Agreements or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Master Servicer's ’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's ’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after a Responsible Officer of the Indemnified Person Trustee shall have with respect to such claim or legal action actual knowledge thereof. The Trustee's ’s failure to give any such notice shall not affect the Indemnified Person's Trustee’s right to indemnification hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Trustee Securities Administrator and the termination of this Agreement.

Indemnification of the Trustee. (a) The Master Servicer agrees ------------------------------ to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense incurred on their part, arising out of, or in connection with, this Agreement, including the costs and expenses (including reasonable legal fees and disbursements expenses) of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, defending themselves against any such claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder other than (i) any loss, liability or expense related to the Servicer's its failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or Agreement and (ii) any loss, liability or expense incurred by reason of the Servicersuch Person's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, provided that with respect to any such claim or legal action (or pending or threatened claim or legal action)claim, the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after the Indemnified Person Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee's failure to give Master Servicer shall assume the defense of any such notice shall not affect the claim for which an Indemnified Person's right Person is entitled to indemnification hereunderpursuant to this Section 7.03, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination Master Servicer shall pay all expenses in connection therewith, including reasonable legal fees, and shall promptly pay, discharge and satisfy any judgment or decree which may be rendered against an Indemnified Person in respect of this Agreementsuch claim.

Indemnification of the Trustee. the Master Servicer and the Securities Administrator. (a) The a)The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement Agreement, the Servicing Agreements, the Assignment Agreements or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Master Servicer's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after the Indemnified Person Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee's failure to give deliver any such notice shall not affect the Indemnified PersonTrustee's right to indemnification hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Trustee Securities Administrator and the termination of this Agreement.

Indemnification of the Trustee. the Master Servicer and the Securities Administrator. (a) The a)The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the GreenPoint Servicing Agreement, the Assignment Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Master Servicer's ’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's ’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after the Indemnified Person Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee's ’s failure to give deliver any such notice shall not affect the Indemnified Person's Trustee’s right to indemnification hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Trustee Securities Administrator and the termination of this Agreement.

Indemnification of the Trustee. the Master Servicer and the Securities Administrator. Indemnification of the Trustee, the Master Servicer and the Securities Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Master Servicer's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor Seller written notice thereof promptly after the Indemnified Person Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee's failure to give any such notice shall not affect the Indemnified Person's right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Trustee Securities Administrator and the termination of this Agreement.

Indemnification of the Trustee. THE DELAWARE TRUSTEE, THE DEPOSITOR, THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Master Servicer's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after the Indemnified Person Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee's failure to give any such notice shall not affect the Indemnified Person's right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Trustee Securities Administrator and the termination of this Agreement.

Indemnification of the Trustee. (a) The Master Servicer agrees to ------------------------------ indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense incurred on their part, arising out of, or in connection with, this Agreement, including the costs and expenses (including reasonable legal fees and disbursements expenses) of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, defending themselves against any such claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder other than (i) any loss, liability or expense related to the Servicer's its failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or Agreement and (ii) any loss, liability or expense incurred by reason of the Servicersuch Person's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, provided that with respect to any such claim or legal action (or pending or threatened claim or legal action)claim, the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after the Indemnified Person Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee's failure to give Master Servicer shall assume the defense of any such notice shall not affect the claim for which an Indemnified Person's right Person is entitled to indemnification hereunderpursuant to this Section 7.03, except to the extent the Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Servicer or the Trustee and the termination Master Servicer shall pay all expenses in connection therewith, including reasonable legal fees, and shall promptly pay, discharge and satisfy any judgment or decree which may be rendered against an Indemnified Person in respect of this Agreementsuch claim.