The Company shall indemnify and save harmless the Escrow Agent and its directors, officers, agents and employees (the " indemnitees ") from all loss, liability or expense (including the reasonable fees and expenses of in house or outside counsel) arising out of or in connection with (i) the Escrow Agent's execution and performance of this Escrow Agreement, except in the case of any indemnitee to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such indemnitee, or (ii) its following any instructions or other directions from the Company and/or the Depositors, except to the extent that (x) its following any such instruction or direction is in violation of the terms hereof or (y) such loss, liability or expense is due to the gross negligence or willful misconduct of a Depositors, in which case such Depositors shall be the indemnifying party hereunder. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement.