Common use of Points and Fees Clause in Contracts

Points and Fees. No borrower under a mortgage loan in the trust was charged “points and fees” in an amount greater than (a) $1,000 or (b) 5% of the principal amount of such mortgage loan, whichever is greater. For purposes of this representation, “points and fees” (x) include origination, underwriting, broker and finder’s fees and charges that the lender imposed as a condition of making the mortgage loan, whether they are paid to the lender or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the mortgage (such as attorneys’ fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees and charges that, in total, do not exceed 0.25 percent of the loan amount. Indemnification Agreement dated as of ___________, 200__ (the “Agreement”) between ▇▇▇▇▇ Fargo Bank, N.A. (“Company”), ___________ (the “Trust/Issuer” and _____________________ (the “Depositor”). Reference is made to the issuance of ____________________, Series ________, Asset-Backed Certificates (the “Certificates”), pursuant to a [Pooling and Servicing Agreement or Trust Agreement], dated as of _______________ (the “[Pooling and Servicing Agreement/Trust Agreement”), among the Depositor as depositor, _________________ as master servicer and _____________________ as trustee. The Depositor will sell certain of the Certificates to _______________ (the “Underwriter”) for offer and sale pursuant to the terms of an Underwriting Agreement, dated ______________, ____, between the Depositor and the Underwriter. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. Reference is also made to the information provided by the Company contained in the Prospectus Supplement, under the caption, “The Originators—_____________” and “The Servicer—“__________” and any information furnished by the Company to facilitate the Purchaser’s compliance with Regulation AB of the Securities Act of 1933, as amended from time to time, and included in or incorporated by reference in the Prospectus Supplement (collectively, the “Company Information”). (a) Company agrees to indemnify and hold harmless the Trust/Issuer and Depositor and each of its directors and officers and affiliates and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Depositor Indemnified Party”), against any and all actual losses, claims, expenses, damages or liabilities to which the Depositor Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or (ii) alleged untrue statement of any material fact contained in the Company Information or omission to state therein, a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which such statements were made, not misleading (in each case, regardless of whether a final judgment has been entered by a finder of fact); provided, by way of clarification, that clause (ii) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information. The Company will reimburse any such reasonable legal or other expenses actually incurred by the Depositor Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which Company may otherwise have. (b) The Depositor agrees to indemnify and hold harmless the Company and each of its directors and officers and affiliates and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party” and collectively with any Depositor Indemnified Party, “Indemnified Parties”), against any and all actual losses, claims, expenses, damages or liabilities to which the Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus, prospectus supplement, any private placement memorandum, any offering circular, any computational materials, and any amendments or supplements to the foregoing other than with respect to the Company Information, or omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading (in each case, regardless of whether a final judgment has been entered by a finder of fact); and will reimburse such reasonable legal or other expenses actually incurred by the Company Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Depositor may otherwise have. (c) Promptly after receipt by an Indemnified Party under this Section 1 of notice of any claim or the commencement of any action described therein, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 1, notify the indemnifying party of such claim or the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to the Indemnified Party (a) under this Agreement except to the extent that the omission to notify the indemnifying party with respect to this Agreement has a material adverse effect on the indemnifying party’s ability to interpose an adequate defense to such action or (b) other than under this Agreement. In case any such action is brought against the Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may wish to do so, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and, after notice from the indemnifying party to the Indemnified Party under this Section 1, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the employment thereof has been specifically authorized by the indemnifying party in writing (which authorization shall not be unreasonably withheld); (ii) a conflict or potential conflict exists (based on advice of counsel to the Indemnified Party) between the Indemnified Party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the Indemnified Party) or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the Indemnified Party, in which case, if the Indemnified Party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of the Indemnified Party, it being understood, however, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Company, in the case of Company Indemnified Parties, or by the Depositor, in the case of Depositor Indemnified Parties. The Indemnified Party, as a condition of the indemnity agreements contained in Section 1(a), Section 1(b) and Section 1(c), shall use its best efforts to cooperate with the indemnifying party in the defense of any such action or claim. The indemnifying party shall not be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless the Indemnified Party from and against any loss or liability (to the extent set forth in Section 1(a), Section 1(b) or Section 1(c) as applicable) by reason of such settlement or judgment. 2. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed by registered mail, postage prepaid, or transmitted by facsimile or electronic mail and confirmed by similar mailed writing as follows: (i) if to the Company: ▇▇▇▇▇ Fargo Bank, N.A. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Structured Finance Manager, MAC X3906-012 Fax: 301/▇▇▇-▇▇▇▇ (ii) with a copy to: ▇▇▇▇▇ Fargo Bank, N.A. 1 Home Campus ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: General Counsel MAC X2401-06T Fax: 515/▇▇▇-▇▇▇▇ or such other address as may hereafter be furnished to the Depositor in writing by the Company; (iii) if to the Depositor: @ @ @ @ or such other address as may hereafter be furnished to the Company in writing by the Depositor. (iv) if to the Trust/Issuer: @ @ @ @ or such other address as may hereafter be furnished to the Company in writing by the Trust/Issuer. 3. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of such counterparts shall together constitute one instrument.

Points and Fees. No borrower under a mortgage loan in the trust was charged “"points and fees” " in an amount greater than (a) $1,000 or (b) 5% of the principal amount of such mortgage loan, whichever is greater. For purposes of this representation, “"points and fees” " (x) include origination, underwriting, broker and finder’s 's fees and charges that the lender imposed as a condition of making the mortgage loan, whether they are paid to the lender or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the mortgage (such as attorneys’ ' fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees and charges that, in total, do not exceed 0.25 percent of the loan amount. EXHIBIT K INDEMNIFICATION AGREEMENT Indemnification Agreement dated as of ___________, 200__ (the “"Agreement”") between ▇▇▇▇▇ Wells Fargo Bank, N.A. (“"Company”"), ___________ (the “"Trust/Issuer” and " ▇▇▇ _____________________ (the “"Depositor”"). Reference is made to the issuance of ____________________, Series ________, Asset-Backed Certificates (the “"Certificates”"), pursuant to a [Pooling and Servicing Agreement or Trust Agreement], dated as of _______________ (the “"[Pooling and Servicing Agreement/Trust Agreement”"), among the Depositor as depositor, _________________ as master servicer and _____________________ as trustee. The Depositor will sell certain of the Certificates to _______________ (the “"Underwriter”") for offer and sale pursuant to the terms of an Underwriting Agreement, dated ______________, ____, between the Depositor and the Underwriter. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. Reference is also made to the information provided by the Company contained in the Prospectus Supplement, under the caption, “The Originators—_____________” and “The Servicer—“__________” and any information furnished by the Company to facilitate the Purchaser’s compliance with Regulation AB of the Securities Act of 1933, as amended from time to time, and included in or incorporated by reference in the Prospectus Supplement (collectively, the “Company Information”). (a) Company agrees to indemnify and hold harmless the Trust/Issuer and Depositor and each of its directors and officers and affiliates and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Depositor Indemnified Party”), against any and all actual losses, claims, expenses, damages or liabilities to which the Depositor Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or (ii) alleged untrue statement of any material fact contained in the Company Information or omission to state therein, a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which such statements were made, not misleading (in each case, regardless of whether a final judgment has been entered by a finder of fact); provided, by way of clarification, that clause (ii) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information. The Company will reimburse any such reasonable legal or other expenses actually incurred by the Depositor Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which Company may otherwise have. (b) The Depositor agrees to indemnify and hold harmless the Company and each of its directors and officers and affiliates and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party” and collectively with any Depositor Indemnified Party, “Indemnified Parties”), against any and all actual losses, claims, expenses, damages or liabilities to which the Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus, prospectus supplement, any private placement memorandum, any offering circular, any computational materials, and any amendments or supplements to the foregoing other than with respect to the Company Information, or omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading (in each case, regardless of whether a final judgment has been entered by a finder of fact); and will reimburse such reasonable legal or other expenses actually incurred by the Company Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Depositor may otherwise have. (c) Promptly after receipt by an Indemnified Party under this Section 1 of notice of any claim or the commencement of any action described therein, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 1, notify the indemnifying party of such claim or the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to the Indemnified Party (a) under this Agreement except to the extent that the omission to notify the indemnifying party with respect to this Agreement has a material adverse effect on the indemnifying party’s ability to interpose an adequate defense to such action or (b) other than under this Agreement. In case any such action is brought against the Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may wish to do so, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and, after notice from the indemnifying party to the Indemnified Party under this Section 1, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the employment thereof has been specifically authorized by the indemnifying party in writing (which authorization shall not be unreasonably withheld); (ii) a conflict or potential conflict exists (based on advice of counsel to the Indemnified Party) between the Indemnified Party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the Indemnified Party) or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the Indemnified Party, in which case, if the Indemnified Party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of the Indemnified Party, it being understood, however, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Company, in the case of Company Indemnified Parties, or by the Depositor, in the case of Depositor Indemnified Parties. The Indemnified Party, as a condition of the indemnity agreements contained in Section 1(a), Section 1(b) and Section 1(c), shall use its best efforts to cooperate with the indemnifying party in the defense of any such action or claim. The indemnifying party shall not be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless the Indemnified Party from and against any loss or liability (to the extent set forth in Section 1(a), Section 1(b) or Section 1(c) as applicable) by reason of such settlement or judgment. 2. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed by registered mail, postage prepaid, or transmitted by facsimile or electronic mail and confirmed by similar mailed writing as follows: (i) if to the Company: ▇▇▇▇▇ Fargo Bank, N.A. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Structured Finance Manager, MAC X3906-012 Fax: 301/▇▇▇-▇▇▇▇ (ii) with a copy to: ▇▇▇▇▇ Fargo Bank, N.A. 1 Home Campus ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: General Counsel MAC X2401-06T Fax: 515/▇▇▇-▇▇▇▇ or such other address as may hereafter be furnished to the Depositor in writing by the Company; (iii) if to the Depositor: @ @ @ @ or such other address as may hereafter be furnished to the Company in writing by the Depositor. (iv) if to the Trust/Issuer: @ @ @ @ or such other address as may hereafter be furnished to the Company in writing by the Trust/Issuer. 3. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of such counterparts shall together constitute one instrument.

Points and Fees. No borrower under a mortgage loan in the trust was charged “"points and fees” " in an amount greater than (a) $1,000 or (b) 5% of the principal amount of such mortgage loan, whichever is greater. For purposes of this representation, “"points and fees” " (x) include origination, underwriting, broker and finder’s 's fees and charges that the lender imposed as a condition of making the mortgage loan, whether they are paid to the lender or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the mortgage (such as attorneys’ ' fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees and charges that, in total, do not exceed 0.25 percent of the loan amount. EXHIBIT K --------- INDEMNIFICATION AGREEMENT Indemnification Agreement dated as of ___________, 200__ (the “"Agreement”") between ▇▇▇▇▇ Wells Fargo Bank, N.A. (“"Company”"), ___________ (the “"Trust/Issuer” and Issu▇▇" ▇nd _____________________ (the “"Depositor”"). Reference is made to the issuance of ____________________, Series ________, Asset-Backed Certificates (the “"Certificates”"), pursuant to a [Pooling and Servicing Agreement or Trust Agreement], dated as of _______________ (the “"[Pooling and Servicing Agreement/Trust Agreement”"), among the Depositor as depositor, _________________ as master servicer and _____________________ as trustee. The Depositor will sell certain of the Certificates to _______________ (the “"Underwriter”") for offer and sale pursuant to the terms of an Underwriting Agreement, dated ______________, ____, between the Depositor and the Underwriter. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. Reference is also made to the information provided by the Company contained in the Prospectus Supplement, under the caption, “The Originators—_____________” and “The Servicer—“__________” and any information furnished by the Company to facilitate the Purchaser’s compliance with Regulation AB of the Securities Act of 1933, as amended from time to time, and included in or incorporated by reference in the Prospectus Supplement (collectively, the “Company Information”). (a) Company agrees to indemnify and hold harmless the Trust/Issuer and Depositor and each of its directors and officers and affiliates and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Depositor Indemnified Party”), against any and all actual losses, claims, expenses, damages or liabilities to which the Depositor Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or (ii) alleged untrue statement of any material fact contained in the Company Information or omission to state therein, a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which such statements were made, not misleading (in each case, regardless of whether a final judgment has been entered by a finder of fact); provided, by way of clarification, that clause (ii) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information. The Company will reimburse any such reasonable legal or other expenses actually incurred by the Depositor Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which Company may otherwise have. (b) The Depositor agrees to indemnify and hold harmless the Company and each of its directors and officers and affiliates and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party” and collectively with any Depositor Indemnified Party, “Indemnified Parties”), against any and all actual losses, claims, expenses, damages or liabilities to which the Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus, prospectus supplement, any private placement memorandum, any offering circular, any computational materials, and any amendments or supplements to the foregoing other than with respect to the Company Information, or omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading (in each case, regardless of whether a final judgment has been entered by a finder of fact); and will reimburse such reasonable legal or other expenses actually incurred by the Company Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Depositor may otherwise have. (c) Promptly after receipt by an Indemnified Party under this Section 1 of notice of any claim or the commencement of any action described therein, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 1, notify the indemnifying party of such claim or the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to the Indemnified Party (a) under this Agreement except to the extent that the omission to notify the indemnifying party with respect to this Agreement has a material adverse effect on the indemnifying party’s ability to interpose an adequate defense to such action or (b) other than under this Agreement. In case any such action is brought against the Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may wish to do so, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and, after notice from the indemnifying party to the Indemnified Party under this Section 1, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the employment thereof has been specifically authorized by the indemnifying party in writing (which authorization shall not be unreasonably withheld); (ii) a conflict or potential conflict exists (based on advice of counsel to the Indemnified Party) between the Indemnified Party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the Indemnified Party) or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the Indemnified Party, in which case, if the Indemnified Party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of the Indemnified Party, it being understood, however, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Company, in the case of Company Indemnified Parties, or by the Depositor, in the case of Depositor Indemnified Parties. The Indemnified Party, as a condition of the indemnity agreements contained in Section 1(a), Section 1(b) and Section 1(c), shall use its best efforts to cooperate with the indemnifying party in the defense of any such action or claim. The indemnifying party shall not be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless the Indemnified Party from and against any loss or liability (to the extent set forth in Section 1(a), Section 1(b) or Section 1(c) as applicable) by reason of such settlement or judgment. 2. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed by registered mail, postage prepaid, or transmitted by facsimile or electronic mail and confirmed by similar mailed writing as follows: (i) if to the Company: ▇▇▇▇▇ Fargo Bank, N.A. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Structured Finance Manager, MAC X3906-012 Fax: 301/▇▇▇-▇▇▇▇ (ii) with a copy to: ▇▇▇▇▇ Fargo Bank, N.A. 1 Home Campus ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: General Counsel MAC X2401-06T Fax: 515/▇▇▇-▇▇▇▇ or such other address as may hereafter be furnished to the Depositor in writing by the Company; (iii) if to the Depositor: @ @ @ @ or such other address as may hereafter be furnished to the Company in writing by the Depositor. (iv) if to the Trust/Issuer: @ @ @ @ or such other address as may hereafter be furnished to the Company in writing by the Trust/Issuer. 3. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of such counterparts shall together constitute one instrument.

Points and Fees. No borrower under a mortgage loan in the trust was charged “points and fees” in an amount greater than (a) $1,000 or (b) 5% of the principal amount of such mortgage loan, whichever is greater. For purposes of this representation, “points and fees” (x) include origination, underwriting, broker and finder’s fees and charges that the lender imposed as a condition of making the mortgage loan, whether they are paid to the lender or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the mortgage (such as attorneys’ fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees and charges that, in total, do not exceed 0.25 percent of the loan amount. Indemnification Agreement dated as of ___________, 200__ (the “Agreement”) between ▇W▇▇▇▇ Fargo Bank, N.A. (“Company”), ___________ (the “Trust/Issuer” and _____________________ (the “Depositor”). Reference is made to the issuance of ____________________, Series ________, Asset-Backed Certificates (the “Certificates”), pursuant to a [Pooling and Servicing Agreement or Trust Agreement], dated as of _______________ (the “[Pooling and Servicing Agreement/Trust Agreement”), among the Depositor as depositor, _________________ as master servicer and _____________________ as trustee. The Depositor will sell certain of the Certificates to _______________ (the “Underwriter”) for offer and sale pursuant to the terms of an Underwriting Agreement, dated ______________, ____, between the Depositor and the Underwriter. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. Reference is also made to the information provided by the Company contained in the Prospectus Supplement, under the caption, “The Originators—______________” and “The Servicer—“__________” and any information furnished by the Company to facilitate the Purchaser’s compliance with Regulation AB of the Securities Act of 1933, as amended from time to time, and included in or incorporated by reference in the Prospectus Supplement (collectively, the “Company Information”). (a) Company agrees to indemnify and hold harmless the Trust/Issuer and Depositor and each of its directors and officers and affiliates and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Depositor Indemnified Party”), against any and all actual losses, claims, expenses, damages or liabilities to which the Depositor Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or (ii) alleged untrue statement of any material fact contained in the Company Information or omission to state therein, a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which such statements were made, not misleading (in each case, regardless of whether a final judgment has been entered by a finder of fact); provided, by way of clarification, that clause (ii) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information. The Company will reimburse any such reasonable legal or other expenses actually incurred by the Depositor Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which Company may otherwise have. (b) The Depositor agrees to indemnify and hold harmless the Company and each of its directors and officers and affiliates and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party” and collectively with any Depositor Indemnified Party, “Indemnified Parties”), against any and all actual losses, claims, expenses, damages or liabilities to which the Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus, prospectus supplement, any private placement memorandum, any offering circular, any computational materials, and any amendments or supplements to the foregoing other than with respect to the Company Information, or omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading (in each case, regardless of whether a final judgment has been entered by a finder of fact); and will reimburse such reasonable legal or other expenses actually incurred by the Company Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Depositor may otherwise have. (c) Promptly after receipt by an Indemnified Party under this Section 1 of notice of any claim or the commencement of any action described therein, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 1, notify the indemnifying party of such claim or the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to the Indemnified Party (a) under this Agreement except to the extent that the omission to notify the indemnifying party with respect to this Agreement has a material adverse effect on the indemnifying party’s ability to interpose an adequate defense to such action or (b) other than under this Agreement. In case any such action is brought against the Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may wish to do so, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and, after notice from the indemnifying party to the Indemnified Party under this Section 1, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the employment thereof has been specifically authorized by the indemnifying party in writing (which authorization shall not be unreasonably withheld); (ii) a conflict or potential conflict exists (based on advice of counsel to the Indemnified Party) between the Indemnified Party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the Indemnified Party) or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the Indemnified Party, in which case, if the Indemnified Party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of the Indemnified Party, it being understood, however, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Company, in the case of Company Indemnified Parties, or by the Depositor, in the case of Depositor Indemnified Parties. The Indemnified Party, as a condition of the indemnity agreements contained in Section 1(a), Section 1(b) and Section 1(c), shall use its best efforts to cooperate with the indemnifying party in the defense of any such action or claim. The indemnifying party shall not be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless the Indemnified Party from and against any loss or liability (to the extent set forth in Section 1(a), Section 1(b) or Section 1(c) as applicable) by reason of such settlement or judgment. 2. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed by registered mail, postage prepaid, or transmitted by facsimile or electronic mail and confirmed by similar mailed writing as follows: (i) if to the Company: ▇W▇▇▇▇ Fargo Bank, N.A. ▇7▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Structured Finance Manager, MAC X3906-012 Fax: 301/▇301/8▇▇-▇▇▇▇ (ii) with a copy to: ▇W▇▇▇▇ Fargo Bank, N.A. 1 Home Campus ▇D▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: General Counsel MAC X2401-06T Fax: 515/▇515/2▇▇-▇▇▇▇ or such other address as may hereafter be furnished to the Depositor in writing by the Company; (iii) if to the Depositor: @ @ @ @ or such other address as may hereafter be furnished to the Company in writing by the Depositor. (iv) if to the Trust/Issuer: @ @ @ @ or such other address as may hereafter be furnished to the Company in writing by the Trust/Issuer. 3. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of such counterparts shall together constitute one instrument.

Points and Fees. No borrower under a mortgage loan in the trust was charged “"points and fees” " in an amount greater than (a) $1,000 or (b) 5% of the principal amount of such mortgage loan, whichever is greater. For purposes of this representation, “"points and fees” " (x) include origination, underwriting, broker and finder’s 's fees and charges that the lender imposed as a condition of making the mortgage loan, whether they are paid to the lender or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the mortgage (such as attorneys’ ' fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees and charges that, in total, do not exceed 0.25 percent of the loan amount. EXHIBIT K INDEMNIFICATION AGREEMENT Indemnification Agreement dated as of ___________, 200__ (the “"Agreement”") between ▇▇▇▇▇ Wells Fargo Bank, N.A. (“"Company”"), ___________ (the “"Trust/Issuer” and Issu▇▇" ▇nd _____________________ (the “"Depositor”"). Reference is made to the issuance of ____________________, Series ________, Asset-Backed Certificates (the “"Certificates”"), pursuant to a [Pooling and Servicing Agreement or Trust Agreement], dated as of _______________ (the “"[Pooling and Servicing Agreement/Trust Agreement”"), among the Depositor as depositor, _________________ as master servicer and _____________________ as trustee. The Depositor will sell certain of the Certificates to _______________ (the “"Underwriter”") for offer and sale pursuant to the terms of an Underwriting Agreement, dated ______________, ____, between the Depositor and the Underwriter. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. Reference is also made to the information provided by the Company contained in the Prospectus Supplement, under the caption, “The Originators—_____________” and “The Servicer—“__________” and any information furnished by the Company to facilitate the Purchaser’s compliance with Regulation AB of the Securities Act of 1933, as amended from time to time, and included in or incorporated by reference in the Prospectus Supplement (collectively, the “Company Information”). (a) Company agrees to indemnify and hold harmless the Trust/Issuer and Depositor and each of its directors and officers and affiliates and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Depositor Indemnified Party”), against any and all actual losses, claims, expenses, damages or liabilities to which the Depositor Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or (ii) alleged untrue statement of any material fact contained in the Company Information or omission to state therein, a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which such statements were made, not misleading (in each case, regardless of whether a final judgment has been entered by a finder of fact); provided, by way of clarification, that clause (ii) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information. The Company will reimburse any such reasonable legal or other expenses actually incurred by the Depositor Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which Company may otherwise have. (b) The Depositor agrees to indemnify and hold harmless the Company and each of its directors and officers and affiliates and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party” and collectively with any Depositor Indemnified Party, “Indemnified Parties”), against any and all actual losses, claims, expenses, damages or liabilities to which the Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus, prospectus supplement, any private placement memorandum, any offering circular, any computational materials, and any amendments or supplements to the foregoing other than with respect to the Company Information, or omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading (in each case, regardless of whether a final judgment has been entered by a finder of fact); and will reimburse such reasonable legal or other expenses actually incurred by the Company Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Depositor may otherwise have. (c) Promptly after receipt by an Indemnified Party under this Section 1 of notice of any claim or the commencement of any action described therein, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 1, notify the indemnifying party of such claim or the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to the Indemnified Party (a) under this Agreement except to the extent that the omission to notify the indemnifying party with respect to this Agreement has a material adverse effect on the indemnifying party’s ability to interpose an adequate defense to such action or (b) other than under this Agreement. In case any such action is brought against the Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may wish to do so, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and, after notice from the indemnifying party to the Indemnified Party under this Section 1, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the employment thereof has been specifically authorized by the indemnifying party in writing (which authorization shall not be unreasonably withheld); (ii) a conflict or potential conflict exists (based on advice of counsel to the Indemnified Party) between the Indemnified Party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the Indemnified Party) or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the Indemnified Party, in which case, if the Indemnified Party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of the Indemnified Party, it being understood, however, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Company, in the case of Company Indemnified Parties, or by the Depositor, in the case of Depositor Indemnified Parties. The Indemnified Party, as a condition of the indemnity agreements contained in Section 1(a), Section 1(b) and Section 1(c), shall use its best efforts to cooperate with the indemnifying party in the defense of any such action or claim. The indemnifying party shall not be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless the Indemnified Party from and against any loss or liability (to the extent set forth in Section 1(a), Section 1(b) or Section 1(c) as applicable) by reason of such settlement or judgment. 2. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed by registered mail, postage prepaid, or transmitted by facsimile or electronic mail and confirmed by similar mailed writing as follows: (i) if to the Company: ▇▇▇▇▇ Fargo Bank, N.A. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Structured Finance Manager, MAC X3906-012 Fax: 301/▇▇▇-▇▇▇▇ (ii) with a copy to: ▇▇▇▇▇ Fargo Bank, N.A. 1 Home Campus ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: General Counsel MAC X2401-06T Fax: 515/▇▇▇-▇▇▇▇ or such other address as may hereafter be furnished to the Depositor in writing by the Company; (iii) if to the Depositor: @ @ @ @ or such other address as may hereafter be furnished to the Company in writing by the Depositor. (iv) if to the Trust/Issuer: @ @ @ @ or such other address as may hereafter be furnished to the Company in writing by the Trust/Issuer. 3. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of such counterparts shall together constitute one instrument.

Points and Fees. No borrower under a mortgage loan in the trust was charged “"points and fees” " in an amount greater than (a) $1,000 or (b) 5% of the principal amount of such mortgage loan, whichever is greater. For purposes of this representation, “"points and fees” " (x) include origination, underwriting, broker and finder’s 's fees and charges that the lender imposed as a condition of making the mortgage loan, whether they are paid to the lender or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the mortgage (such as attorneys’ ' fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees and charges that, in total, do not exceed 0.25 percent of the loan amount. EXHIBIT K INDEMNIFICATION AGREEMENT Indemnification Agreement dated as of ___________, 200__ (the “"Agreement”") between ▇▇▇▇▇ Wells Fargo Bank, N.A. (“"Company”"), ___________ (the “"Trust/Issuer” and Issue▇" ▇▇d _____________________ (the “"Depositor”"). Reference is made to the issuance of ____________________, Series ________, Asset-Backed Certificates (the “"Certificates”"), pursuant to a [Pooling and Servicing Agreement or Trust Agreement], dated as of _______________ (the “"[Pooling and Servicing Agreement/Trust Agreement”"), among the Depositor as depositor, _________________ as master servicer and _____________________ as trustee. The Depositor will sell certain of the Certificates to _______________ (the “"Underwriter”") for offer and sale pursuant to the terms of an Underwriting Agreement, dated ______________, ____, between the Depositor and the Underwriter. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. Reference is also made to the information provided by the Company contained in the Prospectus Supplement, under the caption, “The Originators—_____________” and “The Servicer—“__________” and any information furnished by the Company to facilitate the Purchaser’s compliance with Regulation AB of the Securities Act of 1933, as amended from time to time, and included in or incorporated by reference in the Prospectus Supplement (collectively, the “Company Information”). (a) Company agrees to indemnify and hold harmless the Trust/Issuer and Depositor and each of its directors and officers and affiliates and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Depositor Indemnified Party”), against any and all actual losses, claims, expenses, damages or liabilities to which the Depositor Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or (ii) alleged untrue statement of any material fact contained in the Company Information or omission to state therein, a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which such statements were made, not misleading (in each case, regardless of whether a final judgment has been entered by a finder of fact); provided, by way of clarification, that clause (ii) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information. The Company will reimburse any such reasonable legal or other expenses actually incurred by the Depositor Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which Company may otherwise have. (b) The Depositor agrees to indemnify and hold harmless the Company and each of its directors and officers and affiliates and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party” and collectively with any Depositor Indemnified Party, “Indemnified Parties”), against any and all actual losses, claims, expenses, damages or liabilities to which the Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus, prospectus supplement, any private placement memorandum, any offering circular, any computational materials, and any amendments or supplements to the foregoing other than with respect to the Company Information, or omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading (in each case, regardless of whether a final judgment has been entered by a finder of fact); and will reimburse such reasonable legal or other expenses actually incurred by the Company Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Depositor may otherwise have. (c) Promptly after receipt by an Indemnified Party under this Section 1 of notice of any claim or the commencement of any action described therein, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 1, notify the indemnifying party of such claim or the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to the Indemnified Party (a) under this Agreement except to the extent that the omission to notify the indemnifying party with respect to this Agreement has a material adverse effect on the indemnifying party’s ability to interpose an adequate defense to such action or (b) other than under this Agreement. In case any such action is brought against the Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may wish to do so, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and, after notice from the indemnifying party to the Indemnified Party under this Section 1, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the employment thereof has been specifically authorized by the indemnifying party in writing (which authorization shall not be unreasonably withheld); (ii) a conflict or potential conflict exists (based on advice of counsel to the Indemnified Party) between the Indemnified Party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the Indemnified Party) or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the Indemnified Party, in which case, if the Indemnified Party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of the Indemnified Party, it being understood, however, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Company, in the case of Company Indemnified Parties, or by the Depositor, in the case of Depositor Indemnified Parties. The Indemnified Party, as a condition of the indemnity agreements contained in Section 1(a), Section 1(b) and Section 1(c), shall use its best efforts to cooperate with the indemnifying party in the defense of any such action or claim. The indemnifying party shall not be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless the Indemnified Party from and against any loss or liability (to the extent set forth in Section 1(a), Section 1(b) or Section 1(c) as applicable) by reason of such settlement or judgment. 2. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed by registered mail, postage prepaid, or transmitted by facsimile or electronic mail and confirmed by similar mailed writing as follows: (i) if to the Company: ▇▇▇▇▇ Fargo Bank, N.A. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Structured Finance Manager, MAC X3906-012 Fax: 301/▇▇▇-▇▇▇▇ (ii) with a copy to: ▇▇▇▇▇ Fargo Bank, N.A. 1 Home Campus ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: General Counsel MAC X2401-06T Fax: 515/▇▇▇-▇▇▇▇ or such other address as may hereafter be furnished to the Depositor in writing by the Company; (iii) if to the Depositor: @ @ @ @ or such other address as may hereafter be furnished to the Company in writing by the Depositor. (iv) if to the Trust/Issuer: @ @ @ @ or such other address as may hereafter be furnished to the Company in writing by the Trust/Issuer. 3. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of such counterparts shall together constitute one instrument.