Common use of Additional Indemnification by the Servicer; Third Party Claims Clause in Contracts

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. (a) The Servicer shall indemnify the SellerMaster Servicer, the Depositor, the Trustee Trustee, the Trust Fund and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, NIMS Insurer and hold them harmless against any and all Costs claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses (collectively, the “Liabilities”) that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance accordance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement). The Servicer shall immediately notify the SellerMaster Servicer, the Depositor, the Master Servicer, the Trustee or any other relevant party the NIMS Insurer if a claim is made by a third party with respect to this Agreement or the Mortgage LoansLoans that may result in such Liabilities, and the Servicer shall assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from the such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be reimbursed promptly from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance accordance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between the Servicer and hold an indemnified party with respect to any of the Servicer harmless against any rights and all Costs that obligations of the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney’s fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement or (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly appeal or pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and and, in the event of a claim indemnified by any other party, follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Servicer shall be promptly reimbursed from the Trust Fund shall indemnify for all amounts advanced by it pursuant to the preceding sentence and any attorneys’ fees and other costs and expenses arising out of or in any way relating to the defense by Servicer and hold the Servicer harmless of its right to such reimbursement or enforcement against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing other party hereto of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderright to such reimbursement.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the any Depositor, the Trustee and each Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage related Securitized Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the any related Depositor, the Master Servicer, the related Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage related Securitized Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed by the related Trust or Trusts for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer Servicer, together with its designated sub-servicer, to service and administer the Mortgage Securitized Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys’ fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Notwithstanding the limitations set forth in Section 6.03, the Servicer shall indemnify the Seller, the Depositor, the Trustee Master Servicer, the Securities Administrator, the Trustee, the Trust Fund and any Affiliate, director, officer, employee or agent of the Master Servicer (Depositor and hold each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any such indemnified party of them may sustain in any way related to any breach by the Servicer, of (i) any of its representations and warranties referred to in Section 2.03(a), (ii) any error in any tax or information return prepared by the Servicer, (iii) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement or (includingiv) any failure by the Servicer, but not limited any Subservicer or any Subcontractor to its obligation deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 3.22, 3.23, 3.24 and 3.30 or any failure by the Servicer to provide the certification identify pursuant to Section 5.03(b3.02(c) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Subcontractor that is a Servicing Practices under this AgreementFunction Participant. The Servicer immediately shall immediately notify the Seller, the Depositor, the Master Servicer, the Securities Administrator and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in Depositor and the event of an indemnified claimSecurities Administrator) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party the Depositor, the Securities Administrator or the Trustee in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject In the case of any failure of performance described in clause (iv) of this Section 6.05, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Certificates Exchange Act with respect to this transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the origination Servicer, any Subservicer or Servicing any Subcontractor. This indemnity shall survive the termination of this Agreement and the earlier resignation or removal of the Mortgage Loans Servicer and the parties indemnified by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderServicer under this paragraph.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Trustee, the Securities Administrator, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee Trustee, the Securities Administrator, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly appeal or pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and and, in the event of a claim indemnified by any other party, follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Servicer shall be promptly reimbursed from the Trust Fund shall indemnify for all amounts advanced by it pursuant to the preceding sentence and any attorneys’ fees and other costs and expenses arising out of or in any way relating to the defense by Servicer and hold the Servicer harmless of its right to such reimbursement or enforcement against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing other party hereto of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderright to such reimbursement.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Master Servicer, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Depositor, the Trustee and the Trust Fund or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s 's willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and and, in the event of a claim indemnified by any other party, follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Servicer shall be promptly reimbursed from the Trust Fund shall indemnify for all amounts advanced by it pursuant to the preceding sentence and any attorneys’ fees and other costs and expenses arising out of or in any way relating to the defense by Servicer and hold the Servicer harmless of its right to such reimbursement or enforcement against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing other party hereto of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderright to such reimbursement.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the any Depositor, the Trustee and NIMs Insurer, each Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage related Securitized Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the any related Depositor, NIMs Insurer, the Master Servicer, the related Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage related Securitized Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed by the related Trust or Trusts for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer Servicer, together with its designated sub-servicer, to service and administer the Mortgage Securitized Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys' fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the any Depositor, the Trustee and each Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage related Securitized Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the any related Depositor, the Master Servicer, the related Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage related Securitized Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed by the related Trust or Trusts for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer Servicer, together with its designated sub-servicer, to service and administer the Mortgage Securitized Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys' fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the each Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its "Best Efforts" under this Agreement. The Servicer shall immediately notify the each Seller, the Depositor, the Master Servicer, the Trustee Trustee, or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject Each indemnified party, as applicable, promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney's fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement or (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and and, in the event of a claim indemnified by any other party, follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Servicer shall be promptly reimbursed from the Trust Fund shall indemnify for all amounts advanced by it pursuant to the preceding sentence and any attorneys’ fees and other costs and expenses arising out of or in any way relating to the defense by Servicer and hold the Servicer harmless of its right to such reimbursement or enforcement against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing other party hereto of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderright to such reimbursement.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its "Best Efforts" under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject Each indemnified party, as applicable, promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney's fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly appeal or pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and and, in the event of a claim indemnified by any other party, follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Servicer shall be promptly reimbursed from the Trust Fund shall indemnify for all amounts advanced by it pursuant to the preceding sentence and any attorneys’ fees and other costs and expenses arising out of or in any way relating to the defense by Servicer and hold the Servicer harmless of its right to such reimbursement or enforcement against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing other party hereto of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderright to such reimbursement.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s 's willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Trustee, the Securities Administrator, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee Trustee, the Securities Administrator, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and and, in the event of a claim indemnified by any other party, follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Servicer shall be promptly reimbursed from the Trust Fund shall indemnify for all amounts advanced by it pursuant to the preceding sentence and any attorneys’ fees and other costs and expenses arising out of or in any way relating to the defense by Servicer and hold the Servicer harmless of its right to such reimbursement or enforcement against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing other party hereto of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderright to such reimbursement.

Additional Indemnification by the Servicer; Third Party Claims. The Notwithstanding the limitations set forth in Section 6.03, the Servicer shall indemnify the Seller, the Depositor, the Trustee Master Servicer, the Securities Administrator, the Trustee, the Trust Fund and any Affiliate, director, officer, employee or agent of the Master Servicer (Depositor and hold each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any such indemnified party of them may sustain in any way related to any breach by the Servicer, of (i) any of its representations and warranties referred to in Section 2.03(a), (ii) any error in any tax or information return prepared by the Servicer, (iii) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement or (includingiv) any failure by the Servicer, but not limited any Subservicer or any Subcontractor to its obligation deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 3.22, 3.23, 3.24 and 3.29 or any failure by the Servicer to provide the certification identify pursuant to Section 5.03(b3.02(c) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Subcontractor that is a Servicing Practices under this AgreementFunction Participant. The Servicer immediately shall immediately notify the Seller, the Depositor, the Master Servicer, the Securities Administrator and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in Depositor and the event of an indemnified claimSecurities Administrator) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party the Depositor, the Securities Administrator or the Trustee in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject In the case of any failure of performance described in clause (iv) of this Section 6.05, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Certificates Exchange Act with respect to this transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the origination Servicer, any Subservicer or Servicing any Subcontractor. This indemnity shall survive the termination of this Agreement and the earlier resignation or removal of the Mortgage Loans Servicer and the parties indemnified by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderServicer under this paragraph.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee Trustee, the Securities Administrator and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the Securities Administrator or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify each Seller, the SellerMaster Servicer, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) Trust Fund and the Trust Fund, NIMS Insurer and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its "Best Efforts" under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject Each indemnified party, as applicable, promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney's fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. (a) The Servicer shall indemnify the SellerMaster Servicer, the Depositor, the Trustee Trustee, the Trust Fund and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, NIMS Insurer and hold them harmless against any and all Costs claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses (collectively, the "Liabilities") that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance accordance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the SellerMaster Servicer, the Depositor, the Master Servicer, the Trustee or any other relevant party the NIMS Insurer if a claim is made by a third party with respect to this Agreement or the Mortgage LoansLoans that may result in such Liabilities, and the Servicer shall assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from the such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be reimbursed promptly from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance accordance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between the Servicer and hold an indemnified party with respect to any of the Servicer harmless against any rights and all Costs that obligations of the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney’s fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. (a) The Servicer shall indemnify the SellerMaster Servicer, the Depositor, the Trustee Trustee, the Trust Fund and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, NIMS Insurer and hold them harmless against any and all Costs claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses (collectively, the “Liabilities”) that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance accordance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the SellerMaster Servicer, the Depositor, the Master Servicer, the Trustee or any other relevant party the NIMS Insurer if a claim is made by a third party with respect to this Agreement or the Mortgage LoansLoans that may result in such Liabilities, and the Servicer shall assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from the such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be reimbursed promptly from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance accordance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between the Servicer and hold an indemnified party with respect to any of the Servicer harmless against any rights and all Costs that obligations of the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney’s fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the any Depositor, the Trustee and Certificate Insurer, each Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage related Securitized Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the any related Depositor, Certificate Insurer, the Master Servicer, the related Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage related Securitized Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed by the related Trust or Trusts for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Securitized Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys’ fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the any Depositor, the Trustee and NIMs Insurer, each Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage related Securitized Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the any related Depositor, NIMs Insurer, the Master Servicer, the related Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage related Securitized Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed by the related Trust or Trusts for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer Servicer, together with its designated sub-servicer, to service and administer the Mortgage Securitized Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys’ fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify each Seller, the SellerMaster Servicer, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) Trust Fund and the Trust Fund, NIMS Insurer and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its “Best Efforts” under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject Each indemnified party, as applicable, promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the . The Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Owner and hold them it harmless against any and all Costs that any such indemnified party the Owner may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification or any Reconstitution Agreement entered into pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) 7.01 or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its "Best Efforts" under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee or any other relevant party Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify FNMA, FHLMC, GNMA, the trustee or other relevant third party with respect to any claim made by a third party with respect to any Reconstitution Agreement, assume (with the prior written consent of the indemnified party in the event of an indemnified claimOwner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party the Owner in respect of such claim and follow any written instructions received from such indemnifying party the Owner in connection with such claim. Subject The Owner promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement or any Reconstitution Agreement, . In the Trust Fund shall indemnify event a dispute arises between the Servicer and hold the Servicer harmless against Owner with respect to any of the rights and all Costs that obligations of the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney's fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. (a) The Servicer shall indemnify the SellerMaster Servicer, the Depositor, the Indenture Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Issuer and hold them harmless against any and all Costs claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses (collectively, the “Liabilities”) that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance accordance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement). The Servicer shall immediately notify the SellerMaster Servicer, the Depositor, the Master Servicer, the Indenture Trustee or any other relevant party the Issuer, if a claim is made by a third party with respect to this Agreement or the Mortgage LoansLoans that may result in such Liabilities, and the Servicer shall assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from the such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be reimbursed promptly by the Issuer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance accordance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between the Servicer and hold an indemnified party with respect to any of the Servicer harmless against any rights and all Costs that obligations of the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney’s fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the DepositorMaster Servicer, the Trustee Servicing Rights Owner and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, applicable Participants and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Participation Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its "Best Efforts" under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Servicing Rights Owner, the applicable Participants, or any other relevant party if a claim is made by a third party with respect to this Agreement or the Participation Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject Each indemnified party, as applicable, promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Participation Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney's fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Depositor (and its Affiliate, Xxxxxx Xxxxxxx Mortgage Capital Inc.), the Unaffiliated Seller, the Depositor, Custodian and the Trustee and any director, officer, employee, or agent of the Master Servicer Depositor (and each of their respective directorsor its Affiliate, officersXxxxxx Xxxxxxx Mortgage Capital Inc.), employees and agents) the Unaffiliated Seller, the Custodian and the Trust Fund, Trustee and hold them harmless against any and all Costs claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any such indemnified party of them may sustain in any way related to (iany breach by the Servicer, of any of its representations and warranties referred to in Section 2.03(a)(i) or the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall indemnify the Unaffiliated Seller and any director, officer, employee, or agent of the Unaffiliated Seller and the Trust Fund and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that it may sustain in any way related to any breach by the Servicer, of any of its representations and warranties referred to in Section 2.03(a)(ii). The Servicer immediately shall notify the Seller, the Depositor, the Master ServicerUnaffiliated Seller, the Custodian and the Trustee or any other relevant party if a claim is made by a third party with respect to any such breach or failure by the Servicer under this Agreement or the Mortgage LoansAgreement, assume (with the prior written consent of the indemnified party in Depositor, the event of an indemnified claimUnaffiliated Seller, the Custodian and the Trustee, as applicable) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party the Depositor, the Unaffiliated Seller, the Custodian or the Trustee in respect of such claim and follow any written instructions received from claim; provided, that if it is determined that the Servicer is not obligated to indemnify such indemnifying parties in accordance with this Section 6.05, each such party (or the Trust Fund, if applicable) shall promptly reimburse the Servicer in connection with each of the foregoing payments made to such claim. Subject to party by the Servicer’s indemnification pursuant to Section 6.02, . This indemnity shall survive the termination of this Agreement or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates earlier resignation or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason removal of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the each Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its "Best Efforts" under this Agreement. The Servicer shall immediately notify the each Seller, the Depositor, the Master Servicer, the Trustee Trustee, or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject Each indemnified party, as applicable, promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney's fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. (a) The Servicer shall indemnify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and and, in the event of a claim indemnified by any other party, follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Servicer shall be promptly reimbursed from the Trust Fund shall indemnify for all amounts advanced by it pursuant to the preceding sentence and any attorneys’ fees and other costs and expenses arising out of or in any way relating to the defense by Servicer and hold the Servicer harmless of its right to such reimbursement or enforcement against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing other party hereto of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderright to such reimbursement.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Revolving Credit Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the any certification pursuant to Section Sections 5.03(b) and 5.04 hereunder) or for any inaccurate or misleading information provided in the certification certifications required pursuant to Section Sections 5.03(b) and 5.04 or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Revolving Credit Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Revolving Credit Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Revolving Credit Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify each Seller, the SellerMaster Servicer, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) Trust Fund and the Trust Fund, NIMS Insurer and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its "Best Efforts" under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject Each indemnified party, as applicable, promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement. In the event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and obligations of the parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the losing party shall indemnify and reimburse the winning party for all attorney’s fees and other costs and expenses related to the adjudication of said dispute. The Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful willfull misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys' fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Indenture Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Issuer and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Indenture Trustee, the Issuer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund Issuer shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates Notes or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys’ fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the any certification pursuant to Section Sections 5.03(b) and 5.04 hereunder) or for any inaccurate or misleading information provided in the certification certifications required pursuant to Section Sections 5.03(b) and 5.04 or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Depositor (and its Affiliate, Xxxxxx Xxxxxxx Mortgage Capital Inc.), the Unaffiliated Seller, the Depositor, Custodian and the Trustee and any director, officer, employee, or agent of the Master Servicer Depositor (and each of their respective directorsor its Affiliate, officersXxxxxx Xxxxxxx Mortgage Capital Inc.), employees and agents) the Unaffiliated Seller, the Custodian and the Trust Fund, Trustee and hold them harmless against any and all Costs claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any such indemnified party of them may sustain in any way related to (iany breach by the Servicer, of any of its representations and warranties referred to in Section 2.03(a)(i) or the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall indemnify the Unaffiliated Seller and any director, officer, employee, or agent of the Unaffiliated Seller and the Trust Fund and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that it may sustain in any way related to any breach by the Servicer, of any of its representations and warranties referred to in Section 2.03(a)(ii). The Servicer immediately shall notify the Seller, the Depositor, the Master ServicerUnaffiliated Seller, the Custodian and the Trustee or any other relevant party if a claim is made by a third party with respect to any such breach or failure by the Servicer under this Agreement or the Mortgage LoansAgreement, assume (with the prior written consent of the indemnified party in Depositor, the event of an indemnified claimUnaffiliated Seller, the Custodian and the Trustee, as applicable) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party the Depositor, the Unaffiliated Seller, the Custodian or the Trustee in respect of such claim and follow any written instructions received from claim; provided, that if it is determined that the Servicer is not obligated to indemnify such indemnifying parties in accordance with this Section 6.05, each such party (or the Trust Fund, if applicable) shall promptly reimburse the Servicer in connection with each of the foregoing payments made to such claim. Subject to party by the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the each Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its “Best Efforts” under this Agreement. The Servicer shall immediately notify the each Seller, the Depositor, the Master Servicer, the Trustee Trustee, or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject Each indemnified party, as applicable, promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney’s fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys’ fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Securities Administrator, the Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys’ fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and and, in the event of a claim indemnified by any other party, follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Servicer shall be promptly reimbursed from the Trust Fund shall indemnify for all amounts advanced by it pursuant to the preceding sentence and any attorneys’ fees and other costs and expenses arising out of or in any way relating to the defense by Servicer and hold the Servicer harmless of its right to such reimbursement or enforcement against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing other party hereto of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderright to such reimbursement.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its "Best Efforts" under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject Each indemnified party, as applicable, promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney's fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the SellerHoldings, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would should have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the SellerHoldings, the Depositor, the Master ServicerTrustee, the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys' fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the each Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its "Best Efforts" under this Agreement. The Servicer shall immediately notify the each Seller, the Depositor, the Master Servicer, the Trustee Trustee, or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject Each indemnified party, as applicable, promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney’s fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Purchaser and hold them it harmless against any and all Costs claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any such indemnified party the Purchaser may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material strict compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification or any Reconstitution Agreement entered into pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement8.01. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee or any other relevant party Purchaser if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify Xxxxxx Xxx, Xxxxxxx Mac, the trustee or other relevant third party, as applicable, with respect to any claim made by a third party with respect to any Reconstitution Agreement, assume (with the prior written consent of the indemnified party in the event of an indemnified claimPurchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party the Purchaser in respect of such claim and follow any written instructions received from such indemnifying party the Purchaser in connection with such claim. Subject The Purchaser promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.0210.01, or the failure of the Servicer to service and administer the Mortgage Loans in material strict compliance with the terms of this Agreement or any Reconstitution Agreement, . In the Trust Fund shall indemnify event a dispute arises between the Servicer and hold the Servicer harmless against Purchaser with respect to any of the rights and all Costs that obligations of the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney’s fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the any Depositor, the Trustee and each Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage related Securitized Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the any related Depositor, the Master Servicer, the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage related Securitized Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed by the Trust or Trusts for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer Servicer, together with its designated sub-servicer, to service and administer the Mortgage Securitized Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys’ fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s 's willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Securities Administrator, the Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys’ fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Owner and hold them it harmless against any and all Costs that any such indemnified party the Owner may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification or any Reconstitution Agreement entered into pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) 7.01 or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its “Best Efforts” under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee or any other relevant party Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify FNMA, FHLMC, GNMA, the trustee or other relevant third party with respect to any claim made by a third party with respect to any Reconstitution Agreement, assume (with the prior written consent of the indemnified party in the event of an indemnified claimOwner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party the Owner in respect of such claim and follow any written instructions received from such indemnifying party the Owner in connection with such claim. Subject The Owner promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement or any Reconstitution Agreement, . In the Trust Fund shall indemnify event a dispute arises between the Servicer and hold the Servicer harmless against Owner with respect to any of the rights and all Costs that obligations of the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney’s fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the SellerSeller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Trustee, the Securities Administrator, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the SellerSeller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly appeal or pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and and, in the event of a claim indemnified by any other party, follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Servicer shall be promptly reimbursed from the Trust Fund shall indemnify for all amounts advanced by it pursuant to the preceding sentence and any attorneys’ fees and other costs and expenses arising out of or in any way relating to the defense by Servicer and hold the Servicer harmless of its right to such reimbursement or enforcement against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing other party hereto of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderright to such reimbursement.

Additional Indemnification by the Servicer; Third Party Claims. (a) The Servicer shall indemnify the SellerMaster Servicer, the Depositor, the Trustee Trustee, the Securities Administrator, the Trust Fund and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, NIMS Insurer and hold them harmless against any and all Costs claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses (collectively, the “Liabilities”) that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance accordance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the SellerMaster Servicer, the Depositor, the Master ServicerSecurities Administrator, the Trustee or any other relevant party the NIMS Insurer if a claim is made by a third party with respect to this Agreement or the Mortgage LoansLoans that may result in such Liabilities, and the Servicer shall assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from the such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be reimbursed promptly from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance accordance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between the Servicer and hold an indemnified party with respect to any of the Servicer harmless against any rights and all Costs that obligations of the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney’s fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Serviced Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Serviced Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Serviced Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys' fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee Seller and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Servicer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s 's willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the SellerSeller (with respect to its Mortgage Loans), the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the SellerSeller (with respect to its Mortgage Loans), the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. (a) The Servicer shall indemnify the SellerMaster Servicer, the Depositor, the Trustee Trustee, the Trust Fund and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, NIMS Insurer and hold them harmless against any and all Costs claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses (collectively, the "Liabilities") that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance accordance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the SellerMaster Servicer, the Depositor, the Master Servicer, the Trustee or any other relevant party the NIMS Insurer if a claim is made by a third party with respect to this Agreement or the Mortgage LoansLoans that may result in such Liabilities, and the Servicer shall assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from the such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be reimbursed promptly from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance accordance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between the Servicer and hold an indemnified party with respect to any of the Servicer harmless against any rights and all Costs that obligations of the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney's fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the any Depositor, the Trustee and NIMs Insurer, each Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage related Securitized Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the any related Depositor, NIMs Insurer, the Master Servicer, the related Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage related Securitized Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed by the related Trust or Trusts for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer Servicer, together with its designated subservicer, to service and administer the Mortgage Securitized Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys’ fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. (a) The Servicer shall indemnify the SellerSellers, the DepositorMaster Servicer, the Trustee Securities Administrator, the Trustee, the Program Administrator and the Master Servicer (and each of their respective directorsNIMS Insurer, officersif any, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the DepositorSellers, the Master Servicer, the Trustee Trustee, the Securities Administrator, the Program Administrator and the NIMS Insurer, if any, or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly prompt ly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject Each indemnified party, as applicable, promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney’s fees and other cos ts and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) Guarantor and the Trust Fund, Fund and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Serviced Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master ServicerGuarantor, the Trustee Trustee, or any other relevant party if a claim is made by a third party with respect to this Agreement or the Serviced Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Serviced Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorneys' fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Master Servicer, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Depositor, the Trustee and the Trust Fund or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s 's willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the DepositorMaster Servicer, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) Guarantor and the Trust Fund, Fund and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its "Best Efforts" under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Guarantor, the Trustee, or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject The Servicer shall be promptly reimbursed from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney's fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly appeal or pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and and, in the event of a claim indemnified by any other party, follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Servicer shall be promptly reimbursed from the Trust Fund shall indemnify for all amounts advanced by it pursuant to the preceding sentence and any attorneys’ fees and other costs and expenses arising out of or in any way relating to the defense by Servicer and hold the Servicer harmless of its right to such reimbursement or enforcement against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing other party hereto of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderright to such reimbursement.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s 's willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement or (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and and, in the event of a claim indemnified by any other party, follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Servicer shall be promptly reimbursed from the Trust Fund shall indemnify for all amounts advanced by it pursuant to the preceding sentence and any attorneys’ fees and other costs and expenses arising out of or in any way relating to the defense by Servicer and hold the Servicer harmless of its right to such reimbursement or enforcement against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing other party hereto of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderright to such reimbursement.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement or (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly appeal or pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and and, in the event of a claim indemnified by any other party, follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Servicer shall be promptly reimbursed from the Trust Fund shall indemnify for all amounts advanced by it pursuant to the preceding sentence and any attorneys’ fees and other costs and expenses arising out of or in any way relating to the defense by Servicer and hold the Servicer harmless of its right to such reimbursement or enforcement against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing other party hereto of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderright to such reimbursement.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the each Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its "best efforts" under this Agreement. The Servicer shall immediately notify the each Seller, the Depositor, the Master Servicer, the Trustee Trustee, or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject Each indemnified party, as applicable, promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney's fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Purchaser and hold them it harmless against any and all Costs claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any such indemnified party the Purchaser may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material strict compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification or any Reconstitution Agreement entered into pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement8.01. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee or any other relevant party Purchaser if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify Xxxxxx Mae, Xxxxxxx Mac, the trustee or other relevant third party, as applicable, with respect to any claim made by a third party with respect to any Reconstitution Agreement, assume (with the prior written consent of the indemnified party in the event of an indemnified claimPurchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party the Purchaser in respect of such claim and follow any written instructions received from such indemnifying party the Purchaser in connection with such claim. Subject The Purchaser promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.0210.01, or the failure of the Servicer to service and administer the Mortgage Loans in material strict compliance with the terms of this Agreement or any Reconstitution Agreement, . In the Trust Fund shall indemnify event a dispute arises between the Servicer and hold the Servicer harmless against Purchaser with respect to any of the rights and all Costs that obligations of the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney’s fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Sellereach Seller (with respect to its related Mortgage Loans), the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee and the Trust Fund or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s 's willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the each Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Fund and hold them harmless against any and all Costs that any such the indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices requires its "Best Efforts" under this Agreement. The Servicer shall immediately notify the each Seller, the Depositor, the Master Servicer, the Trustee Trustee, or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claimparty) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other indemnified party in respect of such claim and follow any written instructions received from such indemnifying indemnified party in connection with such claim. Subject Each indemnified party, as applicable, promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s 's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, . In the Trust Fund shall indemnify event a dispute arises between an indemnified party and the Servicer with respect to any of the rights and hold obligations of the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the Certificates or losing party shall indemnify and reimburse the origination or Servicing winning party for all attorney's fees and other costs and expenses related to the adjudication of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereundersaid dispute.

Additional Indemnification by the Servicer; Third Party Claims. The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (and each of their respective directorsServicer, officers, employees and agents) the NIMS Insurer and the Trust Fund, Fund and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly appeal or pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and and, in the event of a claim indemnified by any other party, follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Servicer shall be promptly reimbursed from the Trust Fund shall indemnify for all amounts advanced by it pursuant to the preceding sentence and any attorneys’ fees and other costs and expenses arising out of or in any way relating to the defense by Servicer and hold the Servicer harmless of its right to such reimbursement or enforcement against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing other party hereto of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderright to such reimbursement.