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 Seller, the Depositor, the Trustee and Trustee, the Master Servicer (Servicer, the NIMS Insurer, the Trust Fund and each of their respective directors, officers, employees and agents) agents and the Trust FundFund and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain in arising out of or based upon: (A) any way related failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02, 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; (iB) 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 (iiC) 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. In the case of any failure of performance described in clause (a)(A) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer 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 transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the 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 Servicer, any Subservicer or any Subcontractor. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer, 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 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 event a dispute arises between the Servicer and an indemnified party 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund shall indemnify the Servicer and hold the Servicer held harmless against any and all Costs that the Servicer may sustain loss, liability or expense incurred in connection with any legal action relating to this Agreement, the Certificates Agreement or the origination or Servicing of the Mortgage Loans by any prior owner or servicerCertificates, other than any Costs loss, liability or expense incurred by reason of the Servicer’s its 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 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. (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (Servicer, the Trust Fund and each of their respective directors, officers, employees and agents) agents and the Trust FundFund and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain in arising out of or based upon: (A) any way related failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02, 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; (iB) 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 (iiC) 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. In the case of any failure of performance described in clause (a)(A) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer 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 transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the 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 Servicer, any Subservicer or any Subcontractor. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, 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 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 Seller, the Depositor, the Trustee and Trustee, the Master Servicer (Servicer, the NIMS Insurer, the Trust Fund and each of their respective directors, officers, employees and agents) agents and the Trust FundFund and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain in any way related to arising out of or based upon: (i) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02, 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; (ii) 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 (iiiii) 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. In the case of any failure of performance described in clause (a)(i) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer 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 transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Securities Exchange Act of 1934, as amended (the “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 Servicer, any Subservicer or any Subcontractor. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the NIMS Insurer, 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 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 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 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. (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (Servicer, the NIMS Insurer, the Trust Fund and each of their respective directors, officers, employees and agents) agents and the Trust FundFund and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain arising out of or based upon: (A) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02, 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is “participating in any way related to the servicing function” within the meaning of Item 1122 of Regulation AB; (iB) 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 (iiC) 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. In the case of any failure of performance described in clause (a)(A) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer or the Depositor, as applicable, and each Person, including, but not limited to the Securities Administrator, responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the 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 Servicer, any Subservicer or any Subcontractor. 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. 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 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. (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (Servicer, the Trust Fund and each of their respective directors, officers, employees and agents) agents and the Trust FundFund and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain in any way related to arising out of or based upon: (i) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02, 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; (ii) 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 (iiiii) 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. In the case of any failure of performance described in clause (a)(i) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer 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 transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Securities Exchange Act of 1934, as amended (the “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 Servicer, any Subservicer or any Subcontractor. 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 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 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 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 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 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. (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (Servicer, the NIMS Insurer, the Trust Fund and each of their respective directors, officers, employees and agents) agents and the Trust FundFund and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain in arising out of or based upon: (A) any way related failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02, 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; (iB) 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 (iiC) 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. In the case of any failure of performance described in clause (a)(A) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer 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 transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Securities Exchange Act of 1934, as amended (the “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 Servicer, any Subservicer or any Subcontractor. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee, the NIMS Insurer, 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 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 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 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. (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (Servicer, the NIMS Insurer, the Trust Fund and each of their respective directors, officers, employees and agents) agents and the Trust FundFund (each, an “Indemnified Party”) and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain arising out of or based upon: (A) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02, 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is “participating in any way related to the servicing function” within the meaning of Item 1122 of Regulation AB; (iB) 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 (iiC) 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. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. In the case of any failure of performance described in clause (a)(A) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer or the Depositor, as applicable, and each Person, including, but not limited to the Securities Administrator, responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the 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 Servicer, any Subservicer or any Subcontractor. This indemnification shall survive the termination of this Agreement or the termination of any party to 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. 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. (a) The Servicer shall indemnify the SellerResponsible Party, the Sponsor, the Depositor, the Trustee and any Affiliate, director, officer, employee or agent of the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Depositor and hold them harmless against any and all Costs third party 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 (i) any breach by the Servicer, of 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, or (iii) 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 without limitation, the failure to its obligation to provide the certification deliver accurate and complete information on a timely basis 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 Agreement4.03(d)). The Servicer immediately shall immediately notify the Seller, the Depositor, the Master Servicer, Responsible Party 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 claimTrustee) 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 Responsible Party, the Depositor or the Trustee in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject . (b) Notwithstanding anything to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans contrary contained in material compliance with the terms of this Agreement, the Trust Fund Servicer shall indemnify the Servicer Depositor, the Sponsor, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold the Servicer 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 the Servicer any of them may sustain in any way related to any failure by the Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification or accountants' letter when and as required under Sections 3.22, 3.23, 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(e) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (c) If the indemnification provided for in this Section 6.05 is unavailable or insufficient to hold harmless any Person entitled to indemnification thereunder, then the Servicer shall contribute to the amount paid or payable by the Person entitled to indemnification as a result of the losses, claims, damages or liabilities of such Person in such proportion as is appropriate to reflect the relative fault of such Person on the one hand and the Servicer, on the other, in connection with any legal action relating the Servicer's obligations pursuant to this Agreement, Section 6.05. This Section 6.05 shall survive the Certificates termination of this Agreement or the origination earlier resignation 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 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. (a) The Servicer shall indemnify the SellerResponsible Party, the Sponsor, the Depositor, the Custodian, the Trustee and any Affiliate, director, officer, employee or agent of the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, Depositor and hold them harmless against any and all Costs third party 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 (i) any breach by the Servicer, of 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, or (iii) 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 without limitation, the failure to its obligation to provide the certification deliver accurate and complete information on a timely basis 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 Agreement4.03(d)). The Servicer immediately shall immediately notify the Seller, the Depositor, the Master ServicerCustodian, the Responsible Party 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, the event of an indemnified claimCustodian and the Trustee) 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 Responsible Party, the Depositor, the Custodian or the Trustee in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject . (b) Notwithstanding anything to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans contrary contained in material compliance with the terms of this Agreement, the Trust Fund Servicer shall indemnify the Servicer Depositor, the Sponsor, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold the Servicer 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 the Servicer any of them may sustain in any way related to any failure by the Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification or accountants' letter when and as required under Sections 3.22, 3.23, 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(e) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (c) If the indemnification provided for in this Section 6.05 is unavailable or insufficient to hold harmless any Person entitled to indemnification thereunder, then the Servicer shall contribute to the amount paid or payable by the Person entitled to indemnification as a result of the losses, claims, damages or liabilities of such Person in such proportion as is appropriate to reflect the relative fault of such Person on the one hand and the Servicer, on the other, in connection with any legal action relating the Servicer's obligations pursuant to this Agreement, Section 6.05. This Section 6.05 shall survive the Certificates termination of this Agreement or the origination earlier resignation 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 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. (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (Servicer, the NIMS Insurer, the Trust Fund and each of their respective directors, officers, employees and agents) agents and the Trust FundFund (each, an “Indemnified Party”) and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain in arising out of or based upon: (A) any way related failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02 or 5.03 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; (iB) 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 (iiC) 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. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. In the case of any failure of performance described in clause (a)(A) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer 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 transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the 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 Servicer, any Subservicer or any Subcontractor. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer, 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 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. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

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 event a dispute arises between the Servicer and an indemnified party 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund shall indemnify the Servicer and hold the Servicer held harmless against any and all Costs that the Servicer may sustain loss, liability or expense incurred in connection with any legal action relating to this Agreement, the Certificates Agreement or the origination or Servicing of the Mortgage Loans by any prior owner or servicerCertificates, other than any Costs loss, liability or expense incurred by reason of the Servicer’s its 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 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 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. 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 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 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 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 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. (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 event a dispute arises between the Servicer and an indemnified party 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund shall indemnify the Servicer and hold the Servicer held harmless against any and all Costs that the Servicer may sustain loss, liability or expense incurred in connection with any legal action relating to this Agreement, the Certificates Agreement or the origination or Servicing of the Mortgage Loans by any prior owner or servicerCertificates, other than any Costs loss, liability or expense incurred by reason of the Servicer’s its 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. 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. (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 of its right to such reimbursement or enforcement against any other party hereto of Servicer’s right to such reimbursement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and hold the Servicer held harmless against any and all Costs that the Servicer may sustain loss, liability or expense incurred in connection with any legal action relating to this Agreement, the Certificates Agreement or the origination or Servicing of the Mortgage Loans by any prior owner or servicerCertificates, other than any Costs loss, liability or expense incurred by reason of the Servicer’s its 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 '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 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. (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 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust and held harmless against any and all Costs that the Servicer may sustain loss, liability or expense incurred in connection with any legal action relating to this Agreement, the Certificates Agreement or the origination or Servicing of the Mortgage Loans by any prior owner or servicerCertificates, other than any Costs loss, liability or expense incurred by reason of the Servicer’s its 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 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 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 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 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, 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 Seller, the Depositor, the Trustee and Trustee, the Master Servicer (Servicer, the NIMS Insurer, the Trust Fund and each of their respective directors, officers, employees and agents) agents and the Trust FundFund and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain arising out of or based upon: (A) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02, 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is “participating in any way related to the servicing function” within the meaning of Item 1122 of Regulation AB; (iB) 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 (iiC) 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. In the case of any failure of performance described in clause (a)(A) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer or the Depositor, as applicable, and each Person, including, but not limited to the Securities Administrator, responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the 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 Servicer, any Subservicer or any Subcontractor. 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. 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 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 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 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 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 cos ts and expenses related to the adjudication of said dispute. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund shall indemnify the Servicer and hold the Servicer held harmless against any and all Costs that the Servicer may sustain loss, liability or expense incurred in connection with any legal action relating to this Agreement, the Certificates Agreement or the origination or Servicing of the Mortgage Loans by any prior owner or servicerCertificates, other than any Costs loss, liability or expense incurred by reason of the Servicer’s its 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 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 Seller, the Depositor, the Trustee and Trustee, the Master Servicer (Servicer, the NIMS Insurer, the Trust Fund and each of their respective directors, officers, employees and agents) agents and the Trust FundFund (each, an “Indemnified Party”) and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain arising out of or based upon: (A) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02, 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is “participating in any way related to the servicing function” within the meaning of Item 1122 of Regulation AB; (iB) 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 (iiC) 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. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. In the case of any failure of performance described in clause (a)(A) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer or the Depositor, as applicable, and each Person, including, but not limited to the Securities Administrator, responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the 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 Servicer, any Subservicer or any Subcontractor. This indemnification shall survive the termination of this Agreement or the termination of any party to 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 an indemnified claim, 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 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 other party hereto of Servicer’s right to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicersuch reimbursement, other than any Costs costs incurred by reason of the Servicer’s willful misfeasance, bad faith or gross 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 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. (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 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust and held harmless against any and all Costs that the Servicer may sustain loss, liability or expense incurred in connection with any legal action relating to this Agreement, the Certificates Agreement or the origination or Servicing of the Mortgage Loans by any prior owner or servicerNotes, other than any Costs loss, liability or expense incurred by reason of the Servicer’s its 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, 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 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 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 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 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 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. 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 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 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 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. (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 event a dispute arises between the Servicer and an indemnified party 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund shall indemnify the Servicer and hold the Servicer held harmless against any and all Costs that the Servicer may sustain loss, liability or expense incurred in connection with any legal action relating to this Agreement, the Certificates Agreement or the origination or Servicing of the Mortgage Loans by any prior owner or servicerCertificates, other than any Costs loss, liability or expense incurred by reason of the Servicer’s its 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 Seller, the Depositoreach Seller (with respect to its related Assistance Loans), 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 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 Assistance 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. . (b) In addition, the Servicer shall indemnify the Holder of the Class A1 Certificates (so long as the Class A1 Certificates are outstanding) against any and all Costs that the Holder of the Class A1 Certificates may sustain in any way related to the failure of the Servicer to perform its duties and service the Pool 1 Mortgage Loans in material compliance with the terms of this Agreement. (c) The Servicer shall immediately notify the Sellereach Seller (with respect to its related Assistance Loans), the DepositorTrustee, the Master Servicer, Holder of the Trustee Class A1 Certificates or any other relevant party if a claim is made by a third party with respect to this Agreement or the Assistance Loans (the Pool 1 Mortgage LoansLoans in the case of the Holder of the Class A1 Certificates), 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 Assistance 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, 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. (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (Servicer, the NIMS Insurer, the Trust Fund and each of their respective directors, officers, employees and agents) agents and the Trust FundFund and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain arising out of or based upon: (A) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02, 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is “participating in any way related to the servicing function” within the meaning of Item 1122 of Regulation AB; (iB) 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 (iiC) 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. In the case of any failure of performance described in clause (a)(A) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer or the Depositor, as applicable, and each Person, including, but not limited to the Trustee, responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the 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 Servicer, any Subservicer or any Subcontractor. 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. 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 Trustee, the Master Servicer (Servicer, the Trust Fund and each of their respective directors, officers, employees and agents) agents and the Trust FundFund and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain in arising out of or based upon: (A) any way related failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02, 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; (iB) 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 (iiC) 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. In the case of any failure of performance described in clause (A) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer 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 transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the 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 Servicer, any Subservicer or any Subcontractor. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, 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 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 Seller, the Depositor, the Trustee and Trustee, the Master Servicer and the Trust Fund (and each of their respective directors, officers, employees and agents) and the Trust Fundhold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain in arising out of or based upon: (A) any way related failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02, 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; (iB) 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 (iiC) 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. In the case of any failure of performance described in clause (a)(A) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer 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 transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the 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 Servicer, any Subservicer or any Subcontractor. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, 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 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 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 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. 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 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. (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee and Trustee, the Master Servicer (Servicer, the NIMS Insurer, the Trust Fund and each of their respective directors, officers, employees and agents) agents and the Trust FundFund (each, an “Indemnified Party”) and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and hold them harmless against any other costs, fees and all Costs expenses that any such indemnified party of them may sustain in arising out of or based upon: Aurora Servicing Agreement (A) any way related failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.02 or 5.03 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; (iB) 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 (iiC) 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. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. In the case of any failure of performance described in clause (a)(A) of this Section 6.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer 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 transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the 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 Servicer, any Subservicer or any Subcontractor. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer, 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 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. Aurora Servicing Agreement This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

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 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 of its right to such reimbursement or enforcement against any other party hereto of Servicer’s right to such reimbursement. Section 6.04. Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Servicer Holder of the related Residual Certificate, the NIMS Insurer, the Master Servicer, the Trustee, the Securities Administrator and hold the Servicer harmless Trust Fund against any and all Costs losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that the Servicer may sustain shall not be liable for any such Losses attributable to the action or inaction of the Trustee, the Depositor, the Master Servicer or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Residual Certificate, the Trustee, the NIMS Insurer or the Trust Fund now or hereafter existing at law or in connection equity or otherwise. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with any legal action relating to and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by (2) for any prior owner or servicer, Losses other than any Costs incurred arising out of a negligent performance by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason Servicer of its reckless disregard duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of obligations principal and duties hereunderinterest on the Certificates).

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 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 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. (a) The Servicer shall indemnify the SellerResponsible Party, the Sponsor, the Depositor, the Trustee Trustee, the Securities Administrator (unless the Servicer and the Master Servicer (Securities Administrator are Affiliates), and any Affiliate, director, officer, employee or agent of each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs third party 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 (i) any breach by the Servicer, of 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, or (iii) 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 without limitation, the failure to its obligation to provide the certification deliver accurate and complete information on a timely basis 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 Agreement4.03(d)). The Servicer immediately shall immediately notify the Seller, the Depositor, the Master Servicer, Responsible Party 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, the event of an indemnified claimResponsible Party and the Trustee) 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 Responsible Party, the Depositor or the Trustee in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject . (b) Notwithstanding anything to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans contrary contained in material compliance with the terms of this Agreement, the Trust Fund Servicer shall indemnify the Depositor, the Sponsor, the Securities Administrator (unless the Servicer and hold Securities Administrator are Affiliates), the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor, the Securities Administrator (unless the Servicer and Securities Administrator are Affiliates) or the 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 the Servicer any of them may sustain in connection with any legal action relating way related to this Agreementany failure by the Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification or accountants' letter when and as required under Sections 3.22, 3.23, 6.02 or 8.12, including without limitation any failure by the Certificates or the origination or Servicing of the Mortgage Loans by Servicer to identify pursuant to Section 3.02(e) any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence Subcontractor "participating in the performance servicing function" within the meaning of duties hereunder or by reason Item 1122 of its reckless disregard of obligations and duties hereunderRegulation AB.

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 event a dispute arises between the Servicer and an indemnified party 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund shall indemnify the Servicer and hold the Servicer held harmless against any and all Costs that the Servicer may sustain loss, liability or expense incurred in connection with any legal action relating to this Agreement, the Certificates Agreement or the origination or Servicing of the Mortgage Loans by any prior owner or servicerCertificates, other than any Costs loss, liability or expense incurred by reason of the Servicer’s its 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, 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 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 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. (a) The Servicer shall indemnify the SellerResponsible Party, the Sponsor, the Depositor, the Trustee Trustee, the Securities Administrator (unless the Servicer and the Master Servicer (Securities Administrator are Affiliates), and any Affiliate, director, officer, employee or agent of each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs third party 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 (i) any breach by the Servicer, of 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, or (iii) 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 without limitation, the failure to its obligation to provide the certification deliver accurate and complete information on a timely basis 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 Agreement4.03(d)). The Servicer immediately shall immediately notify the Seller, the Depositor, the Master Servicer, Responsible Party 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, the event of an indemnified claimResponsible Party and the Trustee) 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 Responsible Party, the Depositor or the Trustee in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject . (b) Notwithstanding anything to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans contrary contained in material compliance with the terms of this Agreement, the Trust Fund Servicer shall indemnify the Depositor, the Sponsor, the Securities Administrator (unless the Servicer and hold Securities Administrator are Affiliates), the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor, the Securities Administrator (unless the Servicer and Securities Administrator are Affiliates) or the 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 the Servicer any of them may sustain in any way related to any failure by the Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification or accountants' letter when and as required under Sections 3.22, 3.23, 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(e) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (c) If the indemnification provided for in this Section 6.05 is unavailable or insufficient to hold harmless any Person entitled to indemnification thereunder, then the Servicer shall contribute to the amount paid or payable by the Person entitled to indemnification as a result of the losses, claims, damages or liabilities of such Person in such proportion as is appropriate to reflect the relative fault of such Person on the one hand and the Servicer, on the other, in connection with any legal action relating the Servicer's obligations pursuant to this Agreement, Section 6.05. This Section 6.05 shall survive the Certificates termination of this Agreement or the origination earlier resignation 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.