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

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the Servicer shall indemnify the Depositor, the Master Servicer, the Securities Administrator, the Trustee, the Trust Fund and any Affiliate, director, officer, employee or agent of the Depositor and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 compliance with the terms of this Agreement or (iv) 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 3.22, 3.23, 3.24 and 3.29 or any failure by the Servicer to identify pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant. The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely 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, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. 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 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 indemnity shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraph.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Depositor, the Master Servicer, Sponsor and the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) any breach by the Servicer, 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, or (iii) the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement or (iv) any including, without limitation, the failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when accurate 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 identify complete information on a timely basis pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant4.03(d)). The Servicer shall immediately shall notify the Depositor, the Master Servicer, the Securities Administrator Depositor and the Trustee in writing if a such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely 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 reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator Depositor or the Trustee in respect of such claim. In . (b) Notwithstanding anything to the case of any failure of performance described contrary contained in clause (iv) of this Section 6.05Agreement, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator or indemnify the Depositor, as applicablethe Sponsor, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold them harmless against any and all claims, economic losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other related costs, fees and expenses that any of them actually sustain, in each Person responsible for case that are likely foreseeable and directly related to any failure by the preparation, execution Servicer or filing of any report required Subservicer engaged by such Servicer or any Subcontractor utilized by the Servicer 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 deliver any information, report, certification, certification or accountants’ ' letter or other material not delivered when and as required under Sections 3.22, 3.23, 6.02 or 8.12, including without limitation any failure by such 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 to the party to be indemnified 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 such Servicer, any Subservicer or any Subcontractoron the other, in connection with a breach of such Servicer's obligations pursuant to this Section 6.05. This indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator, Administrator and the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator and the Trustee and hold each of them harmless against any and all 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 of them may sustain in any way related to any breach by the Servicer, 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, or (iii) the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement or (iv) any including, without limitation, the failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when accurate 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 identify complete information on a timely basis pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant4.03(d)). The Servicer immediately shall notify the Depositor, the Responsible Party, the Master Servicer, the Securities Administrator and the Trustee if a such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely with the prior written consent of the indemnified party in Depositor, the event of an indemnified claimResponsible Party, the Master Servicer, the Securities Administrator 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 the Depositor, the Master Servicer, the Securities Administrator Administrator, or the Trustee in respect of such claim. In . (b) Notwithstanding anything to the case of any failure of performance described contrary contained in clause (iv) of this Section 6.05Agreement, the Servicer shall promptly reimburse indemnify the TrusteeDepositor, the Master Servicer, the Securities Administrator, the Sponsor, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor, the Master Servicer, the Securities Administrator or the DepositorTrustee and hold them harmless against any and all claims, as applicablelosses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and each Person responsible for any other costs, fees and expenses that any of them may sustain in any way, related to any failure by the preparation, execution Servicer or filing of any report required Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer 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 deliver any information, report, certification, certification or accountants’ ' letter or other material not delivered 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 to the party to be indemnified 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, any Subservicer or any Subcontractoron the other, in connection with a breach of the Servicer's obligations pursuant to this Section 6.05. This indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Depositor, the Master Servicer, Sponsor and the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor Depositor, and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, 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, or (iii) the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement or (iv) any including, without limitation, the failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when accurate 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 identify complete information on a timely basis pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant4.03(d)). The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator Depositor and the Trustee if a such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely 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 reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. In . (b) Notwithstanding anything to the case of any failure of performance described contrary contained in clause (iv) of this Section 6.05Agreement, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator or indemnify the Depositor, as applicablethe Sponsor, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold them harmless against any and all claims, economic losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other related costs, fees and expenses that any of them actually sustain, in each Person responsible for case that are likely foreseeable and directly related to any failure by the preparation, execution Servicer or filing of any report required Subservicer engaged by such Servicer or any Subcontractor utilized by the Servicer 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 deliver any information, report, certification, certification or accountants’ ' letter or other material not delivered when and as required under Sections 3.22, 3.23, 6.02 or 8.12, including without limitation any failure by such 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 to the party to be indemnified 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 such Servicer, any Subservicer or any Subcontractoron the other, in connection with a breach of such Servicer's obligations pursuant to this Section 6.05. This indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the The Servicer shall indemnify the DepositorDepositor (and its Affiliate, Xxxxxx Xxxxxxx Mortgage Capital Inc.), the Master ServicerUnaffiliated Seller, the Securities Administrator, Custodian and the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee employee, or agent of the Depositor (or its Affiliate, Xxxxxx Xxxxxxx Mortgage Capital Inc.), the Unaffiliated Seller, the Custodian and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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), (ii2.03(a)(i) 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 compliance with the terms of this Agreement Agreement. The Servicer shall indemnify the Unaffiliated Seller and any director, officer, employee, or (iv) agent of the Unaffiliated Seller and the Trust Fund and hold it harmless against any failure and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that it may sustain in any way related to any breach by the Servicer, of any Subservicer or any Subcontractor of its representations and warranties referred to 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 identify pursuant to in Section 3.02(c) any Subcontractor that is a Servicing Function Participant2.03(a)(ii). The Servicer immediately shall notify the Depositor, the Master ServicerUnaffiliated Seller, the Securities Administrator Custodian and the Trustee if a claim is made by a third party with respect to any such breach or failure by the Servicer under this Agreement or the Mortgage LoansAgreement, assume (solely with the prior written consent of the indemnified party in Depositor, the event of an indemnified claimUnaffiliated Seller, the Custodian and the Trustee, as applicable) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master ServicerUnaffiliated Seller, the Securities Administrator Custodian or the Trustee in respect of such claim. In ; provided, that if it is determined that the case of any failure of performance described Servicer is not obligated to indemnify such parties in clause (iv) of accordance with this Section 6.05, each such party (or the Servicer Trust Fund, if applicable) shall promptly reimburse the Trustee, Servicer in connection with each of 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 foregoing payments made 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 indemnity shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraph.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding (a) The Servicer shall indemnify the limitations set forth Responsible Party, the Depositor, the Sponsor and the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 6.032.03(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 compliance with the terms of this Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)) The Servicer immediately shall notify the Depositor and the Trustee if such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Depositor and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Responsible Party or the Trustee in respect of such claim. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor, the Master ServicerSponsor, the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor Depositor, the Sponsor or the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 compliance with the terms of this Agreement or (iv) any failure by the Servicer, Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification, certification or 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 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(c3.02(e) any Subcontractor that "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 Servicing Function Participant. The Servicer immediately shall notify result of the Depositorlosses, claims, damages or liabilities of such Person in such proportion as is appropriate to reflect the Master relative fault of such Person on the one hand and the Servicer, on the Securities Administrator and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loansother, assume (solely in connection 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, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. In the case of any failure of performance described in clause (iv) of 's obligations pursuant to 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 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 indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the The Servicer shall indemnify the DepositorDepositor (and its Affiliate, Xxxxxx Xxxxxxx Mortgage Capital Inc.), the Master ServicerUnaffiliated Seller, the Securities Administrator, Custodian and the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee employee, or agent of the Depositor (or its Affiliate, Xxxxxx Xxxxxxx Mortgage Capital Inc.), the Unaffiliated Seller, the Custodian and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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), (ii2.03(a)(i) 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 compliance with the terms of this Agreement Agreement. The Servicer shall indemnify the Unaffiliated Seller and any director, officer, employee, or (iv) agent of the Unaffiliated Seller and the Trust Fund and hold it harmless against any failure and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that it may sustain in any way related to any breach by the Servicer, of any Subservicer or any Subcontractor of its representations and warranties referred to 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 identify pursuant to in Section 3.02(c) any Subcontractor that is a Servicing Function Participant2.03(a)(ii). The Servicer immediately shall notify the Depositor, the Master ServicerUnaffiliated Seller, the Securities Administrator Custodian and the Trustee if a claim is made by a third party with respect to any such breach or failure by the Servicer under this Agreement or the Mortgage LoansAgreement, assume (solely with the prior written consent of the indemnified party in Depositor, the event of an indemnified claimUnaffiliated Seller, the Custodian and the Trustee, as applicable) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master ServicerUnaffiliated Seller, the Securities Administrator Custodian or the Trustee in respect of such claim. In ; provided, that if it is determined that the case of any failure of performance described Servicer is not obligated to indemnify such parties in clause (iv) of accordance with this Section 6.05, each such party (or the Servicer Trust Fund, if applicable) shall promptly reimburse the Trustee, Servicer in connection with each of 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 foregoing payments made 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 indemnity shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding (a) The Servicer shall indemnify the limitations set forth Depositor, the Sponsor and the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 6.032.03(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 compliance with the terms of this Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)). The Servicer immediately shall notify the Depositor and the Trustee if such claim is made by a third-party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Depositor and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the applicable Responsible Party or the Trustee in respect of such claim. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor, the Master ServicerSponsor, the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor Depositor, the Sponsor or the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 compliance with the terms of this Agreement or (iv) any failure by the Servicer, Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification, certification or 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 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(c3.02(e) any Subcontractor that is a Servicing Function Participant. The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely with the prior written consent of the indemnified party "participating in the event servicing function" within the meaning of an indemnified claim) the defense Item 1122 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. 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 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 indemnity shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphRegulation AB.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding (a) The Servicer shall indemnify the limitations set forth Responsible Party, the Depositor, the Sponsor and the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 6.032.03(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 compliance with the terms of this Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d). The Servicer immediately shall notify the Depositor and the Trustee if such claim is made by a third-party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Depositor and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Responsible Party or the Trustee in respect of such claim. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor, the Master ServicerSponsor, the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor Depositor, the Sponsor or the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 compliance with the terms of this Agreement or (iv) any failure by the Servicer, Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification, certification or 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 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(c3.02(e) any Subcontractor that is a Servicing Function Participant. The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely with the prior written consent of the indemnified party "participating in the event servicing function" within the meaning of an indemnified claim) the defense Item 1122 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. 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 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 indemnity shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphRegulation AB.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Sponsor, the Depositor, the Master Servicer, the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor and hold each them harmless against any and all 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 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 compliance with the terms of this Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)). The Servicer immediately shall notify the Depositor and the Trustee 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 Depositor 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 the Depositor or the Trustee in respect of such claim. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor, the Sponsor, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 compliance with the terms of this Agreement or (iv) any failure by the Servicer, Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification, certification or 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 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(c3.02(e) any Subcontractor that "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 Servicing Function Participant. The Servicer immediately shall notify result of the Depositorlosses, claims, damages or liabilities of such Person in such proportion as is appropriate to reflect the Master relative fault of such Person on the one hand and the Servicer, on the Securities Administrator and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loansother, assume (solely in connection 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, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. In the case of any failure of performance described in clause (iv) of 's obligations pursuant to 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 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 indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee, the Master Servicer, the Securities AdministratorTrust Fund and each of their respective directors, the Trusteeofficers, employees and agents and the Trust Fund and any Affiliate, director, officer, employee or agent of the Depositor and shall hold each of them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, arising out of or based upon: (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 compliance with the terms of this Agreement or (iv) 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 3.225.02, 3.23, 3.24 and 3.29 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 3.02(c7.04(c) any Subcontractor that is a Servicing Function Participant. The Participating Entity; (ii) the failure of the Servicer immediately shall notify to perform its duties and service the Depositor, Mortgage Loans in material compliance with the Master Servicer, the Securities Administrator and the Trustee if a claim is made by a third party with respect to terms of this Agreement or or (iii) the Mortgage Loans, assume (solely with the prior written consent failure of the indemnified party in Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the event of an indemnified claim) 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claimServicer were applying Accepted Servicing Practices under this Agreement. In the case of any failure of performance described in clause (iva)(i) of this Section 6.056.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator 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. This indemnity The Servicer shall survive immediately notify the termination of Seller, 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 earlier resignation Servicer's indemnification pursuant to Section 6.02, or removal the failure of the Servicer to service and administer the parties indemnified by Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer under and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this paragraphAgreement, 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. Notwithstanding the limitations set forth in Section 6.03, the The Servicer shall indemnify the Seller, the Depositor, the Trustee, the Master Servicer, the Securities Administrator, the TrusteeNIMS Insurer, the Trust Fund and any Affiliateeach of their respective directors, directorofficers, officer, employee or agent of employees and agents and the Depositor Trust Fund and shall hold each of them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, arising out of or based upon: (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 compliance with the terms of this Agreement or (ivA) 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 3.225.02, 3.23, 3.24 and 3.29 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 3.02(c7.04(c) any Subcontractor that is a Servicing Function Participant. The Participating Entity; (B) the failure of the Servicer immediately shall notify to perform its duties and service the Depositor, Mortgage Loans in material compliance with the Master Servicer, the Securities Administrator and the Trustee if a claim is made by a third party with respect to terms of this Agreement or or (C) the Mortgage Loans, assume (solely with the prior written consent failure of the indemnified party in Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the event of an indemnified claim) 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claimServicer were applying Accepted Servicing Practices under this Agreement. In the case of any failure of performance described in clause (ivA) of this Section 6.056.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator 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. This indemnity The Servicer shall survive immediately notify the termination of Seller, the Depositor, the Master Servicer, the 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 indemnified party in connection with such claim. Subject to the earlier resignation Servicer’s indemnification pursuant to Section 6.02, or removal the failure of the Servicer to service and administer the parties indemnified by Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer under and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this paragraphAgreement, 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. Notwithstanding (a) The Servicer shall indemnify the limitations set forth applicable Responsible Party, the Depositor, the Sponsor and the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 6.032.03(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 compliance with the terms of this Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d). The Servicer immediately shall notify the Depositor and the Trustee if such claim is made by a third-party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Depositor and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the applicable Responsible Party or the Trustee in respect of such claim. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor, the Master ServicerSponsor, the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor Depositor, the Sponsor or the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 compliance with the terms of this Agreement or (iv) any failure by the Servicer, Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification, certification or 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 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(c3.02(e) any Subcontractor that is a Servicing Function Participant. The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely with the prior written consent of the indemnified party "participating in the event servicing function" within the meaning of an indemnified claim) the defense Item 1122 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. 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 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 indemnity shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphRegulation AB.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the DepositorResponsible Party, the Master ServicerSponsor, the Securities AdministratorDepositor, the Trustee, the Trust Fund Securities Administrator (unless the Servicer and Securities Administrator are Affiliates), the NIM Insurer and any Affiliate, director, officer, employee or agent of the Depositor each and hold each them harmless against any and all 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 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 strict compliance with the terms of this Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)). The Servicer immediately shall notify the Depositor, the NIM Insurer, the Responsible Party and the Trustee 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 Depositor, the Responsible 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 the Responsible Party, the Depositor, the NIM Insurer or the Trustee in respect of such claim. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor, the Sponsor, the Securities Administrator (unless the Servicer and Securities Administrator are Affiliates), the NIM Insurer, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor, the NIM Insurer, the Securities Administrator (unless the Servicer and Securities Administrator are Affiliates) or the Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 compliance with the terms of this Agreement or (iv) any failure by the Servicer, Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification, certification or 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 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(c3.02(e) any Subcontractor that "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 Servicing Function Participant. The Servicer immediately shall notify result of the Depositorlosses, claims, damages or liabilities of such Person in such proportion as is appropriate to reflect the Master relative fault of such Person on the one hand and the Servicer, on the Securities Administrator and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loansother, assume (solely in connection 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, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. In the case of any failure of performance described in clause (iv) of 's obligations pursuant to 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 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 indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the The Servicer shall indemnify the Originator, the Depositor, the Master Servicer, the Securities Swap Administrator, the TrusteeNIM Insurer, if any, the Trust Fund Administrator and any Affiliate, director, officer, employee or agent of the Depositor Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, 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, or (iii) the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement or (iv) 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 3.22, 3.23, 3.24 and 3.29 or any failure by the Servicer to identify pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant. The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Swap Administrator, the NIM Insurer, if any, the Trust Administrator and the Trustee if a such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely with the prior written consent of the indemnified party in Depositor, the event of an indemnified claimTrust Administrator, the Swap Administrator, the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Originator, the Depositor, the Master Servicer, the Securities Swap Administrator, the NIM Insurer, if any, the Trust Administrator or the Trustee in respect of such claim. 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 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 indemnity shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraph.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding (a) The Servicer shall indemnify the limitations set forth applicable Responsible Party, the Depositor, the Sponsor, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 6.032.03(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 compliance with the terms of this Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(e). The Servicer immediately shall notify the Depositor and the Trustee if such claim is made by a third-party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Depositor and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Sponsor, the applicable Responsible Party or the Trustee in respect of such claim. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor, the Master ServicerSponsor, the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor Depositor, the Sponsor or the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 compliance with the terms of this Agreement or (iv) any failure by the Servicer, Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification, certification or 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 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(c3.02(e) any Subcontractor that "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 to the Person entitled to indemnification as a Servicing Function Participant. The Servicer immediately shall notify result of the Depositorlosses, claims, damages or liabilities of such Person in such proportion as is appropriate to reflect the Master relative fault of such Person on the one hand and the Servicer, on the Securities Administrator and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loansother, assume (solely in connection 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, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. In the case of any failure of performance described in clause (iv) of 's obligations pursuant to 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 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 indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator, Administrator and the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator and the Trustee and hold each of them harmless against any and all 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 of them may sustain in any way related to any breach by the Servicer, 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, or (iii) the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement or (iv) any including, without limitation, the failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when accurate 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 identify complete information on a timely basis pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant4.03(d)). The Servicer immediately shall notify the Depositor, the Responsible Party, the Master Servicer, the Securities Administrator and the Trustee if a such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely with the prior written consent of the indemnified party in Depositor, the event of an indemnified claimResponsible Party, the Master Servicer, the Securities Administrator 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 the Depositor, the Master Servicer, the Securities Administrator Administrator, or the Trustee in respect of such claim. In . (b) Notwithstanding anything to the case of any failure of performance described contrary contained in clause (iv) of this Section 6.05Agreement, the Servicer shall promptly reimburse indemnify the TrusteeDepositor, the Master Servicer, the Securities Administrator, the Sponsor, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor, the Master Servicer, the Securities Administrator or the DepositorTrustee and hold them harmless against any and all claims, as applicablelosses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and each Person responsible for any other costs, fees and expenses that any of them may sustain in any way, related to any failure by the preparation, execution Servicer or filing of any report required Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer 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 deliver any information, report, certification, certification or accountants’ ' letter or other material not delivered 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. (cIf 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 to the party to be indemnified 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, any Subservicer or any Subcontractoron the other, in connection with a breach of the Servicer's obligations pursuant to this Section 6.05. This indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the The Servicer shall indemnify the Depositor, the Master Servicer, the Securities Administrator, the TrusteeCustodian, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor Depositor, the Master Servicer, the Securities Administrator, the Custodian and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, 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, or (iii) the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement or (iv) 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 3.22, 3.23, 3.24 and 3.29 or any failure by the Servicer to identify pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant. The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator Administrator, the Custodian and the Trustee if a such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely with the prior written consent of the indemnified party in Depositor, the event of an indemnified claimMaster Servicer, the Securities Administrator, the Custodian and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator Administrator, the Custodian or the Trustee in respect of such claim. 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 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 indemnity shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee, the Master Servicer, the Securities AdministratorTrust Fund and each of their respective directors, the Trusteeofficers, employees and agents and the Trust Fund and any Affiliate, director, officer, employee or agent of the Depositor and shall hold each of them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, arising out of or based upon: (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 compliance with the terms of this Agreement or (ivA) 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 3.225.02, 3.23, 3.24 and 3.29 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 3.02(c7.04(c) any Subcontractor that is a Servicing Function Participant. The Participating Entity; (B) the failure of the Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator to perform its duties and the Trustee if a claim is made by a third party with respect to this Agreement or service the Mortgage Loans, assume (solely Loans in material compliance with the prior written consent terms of this Agreement; or (C) the failure of the indemnified party in Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the event of an indemnified claim) 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claimServicer were applying Accepted Servicing Practices under this Agreement. In the case of any failure of performance described in clause (iva)(A) of this Section 6.056.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator 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. This indemnity The Servicer shall survive immediately notify the termination of Seller, the Depositor, the Trust Fund, 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 indemnified party in connection with such claim. Subject to the earlier resignation Servicer’s indemnification pursuant to Section 6.02, or removal the failure of the Servicer to service and administer the parties indemnified by Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer under and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this paragraphAgreement, 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. Notwithstanding (a) The Servicer, severally and not jointly, shall indemnify the limitations set forth applicable Responsible Party, the Depositor, the Sponsor and the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 6.032.03(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 compliance with the terms of this Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)). The Servicer immediately shall notify the Depositor and the Trustee if such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Depositor and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Sponsor, the applicable Responsible Party or the Trustee in respect of such claim. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor, the Master ServicerSponsor, the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor Depositor, the Sponsor or the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 compliance with the terms of this Agreement or (iv) any failure by the Servicer, Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification, certification or 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 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(c3.02(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 to 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 the Servicer’s obligations pursuant to this Section 6.05. This Section 6.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer. (d) New Century shall indemnify Countrywide Servicing and hold such party harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of New Century to perform its duties and service the NC Capital Mortgage Loans (for which the Servicing Transfer Date is a Servicing Function Participantafter the Cut-off Date) in strict compliance with the terms of this Agreement. The Servicer New Century immediately shall notify the Depositor, the Master Servicer, the Securities Administrator and the Trustee Countrywide Servicing if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely with the prior written consent of the indemnified party in the event of an indemnified claimCountrywide Servicing) 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee Countrywide Servicing in respect of such claim. 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 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 indemnity shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraph.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the The Servicer shall indemnify the DepositorDepositor (and its Affiliate, Xxxxxx Xxxxxxx Mortgage Capital Inc.), the Master ServicerUnaffiliated Seller, the Securities Administrator, Custodian and the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee employee, or agent of the Depositor (or its Affiliate, Xxxxxx Xxxxxxx Mortgage Capital Inc.), the Unaffiliated Seller, the Custodian and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain 118 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), (ii2.03(a)(i) 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 compliance with the terms of this Agreement Agreement. The Servicer shall indemnify the Unaffiliated Seller and any director, officer, employee, or (iv) agent of the Unaffiliated Seller and the Trust Fund and hold it harmless against any failure and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that it may sustain in any way related to any breach by the Servicer, of any Subservicer or any Subcontractor of its representations and warranties referred to 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 identify pursuant to in Section 3.02(c) any Subcontractor that is a Servicing Function Participant2.03(a)(ii). The Servicer immediately shall notify the Depositor, the Master ServicerUnaffiliated Seller, the Securities Administrator Custodian and the Trustee if a claim is made by a third party with respect to any such breach or failure by the Servicer under this Agreement or the Mortgage LoansAgreement, assume (solely with the prior written consent of the indemnified party in Depositor, the event of an indemnified claimUnaffiliated Seller, the Custodian and the Trustee as applicable) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master ServicerUnaffiliated Seller, the Securities Administrator Custodian or the Trustee in respect of such claim. In ; provided, that if it is determined that the case of any failure of performance described Servicer is not obligated to indemnify such parties in clause (iv) of accordance with this Section 6.05, each such party (or the Servicer Trust Fund, if applicable) shall promptly reimburse the Trustee, Servicer in connection with each of 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 foregoing payments made 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 indemnity shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraph.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding (a) The Servicer shall, subject to the limitations set forth in of Section 6.03, the Servicer shall indemnify the Depositor, the Master Servicer, the Securities Administrator, the Trustee, the Trust Fund Depositor (and any Affiliate, director, officer, employee or agent of the Depositor Depositor) and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain actually sustains in any way related to (i) any breach by the Servicer, of (i) any Servicer 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 related Mortgage Loans in compliance with the terms of this Agreement or (iv) 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 3.22, 3.23, 3.24 and 3.29 or any failure by the Servicer to identify pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant. The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator Depositor and the Trustee if a such claim is made by a third party with respect to this Agreement or the related Mortgage Loans, assume (solely 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 reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator Certificate Insurer or the Trustee in respect of such claim. 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 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 indemnity shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor (and any Affiliate, director, officer, employee or agent of the Depositor) and the parties indemnified Trustee and hold them harmless against any and all claims, economic losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other related costs, fees and expenses that any of them actually sustains 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, as applicable, 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 paragraphSection 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 to the party to be indemnified 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 a breach of the Servicer’s obligations pursuant to this Section 6.05. This Section 6.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the DepositorDepositor (and its Affiliate, Xxxxxx Xxxxxxx Mortgage Capital Inc.), the Master ServicerUnaffiliated Seller, the Custodian, the Securities Administrator, the Trustee, Master Servicer and the Trust Fund Trustee and any Affiliate, director, officer, employee employee, or agent of the Depositor (or its Affiliate, Xxxxxx Xxxxxxx Mortgage Capital Inc.), the Unaffiliated Seller, the Custodian, the Securities Administrator, the Master Servicer and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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), (ii2.03(a)(i) 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 compliance with the terms of this Agreement (including without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)). The Servicer shall indemnify the Unaffiliated Seller and any director, officer, employee, or (iv) agent of the Unaffiliated Seller and the Trust Fund and hold it harmless against any failure and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that it may sustain in any way related to any breach by the Servicer, of any Subservicer or any Subcontractor of its representations and warranties referred to 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 identify pursuant to in Section 3.02(c) any Subcontractor that is a Servicing Function Participant2.03(a)(ii). The Servicer immediately shall notify the Depositor, the Master ServicerUnaffiliated Seller, the Custodian, the Securities Administrator Administrator, the Master Servicer and the Trustee if a claim is made by a third party with respect to any such breach or failure by the Servicer under this Agreement or the Mortgage LoansAgreement, assume (solely with the prior written consent of the indemnified party in Depositor, the event of an indemnified claimUnaffiliated Seller, the Custodian, the Securities Administrator, the Master Servicer and the Trustee, as applicable) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master ServicerUnaffiliated Seller, the Custodian, the Securities Administrator Administrator, the Master Servicer or the Trustee in respect of such claim. In ; provided, that if it is determined that the case of any failure of performance described Servicer is not obligated to indemnify such parties in clause (iv) of accordance with this Section 6.05, each such party (or the Servicer Trust Fund, if applicable) shall promptly reimburse the Trustee, Servicer in connection with each of 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 foregoing payments made 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 indemnity shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor (and its Affiliate Xxxxxx Xxxxxxx Mortgage Capital Inc.), the Unaffiliated Seller, the Custodian, the Trustee, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the parties indemnified Depositor (and its Affiliate Xxxxxx Xxxxxxx Mortgage Capital Inc.), the Unaffiliated Seller, the Custodian, the Trustee, the Securities Administrator and the Master Servicer and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that 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 paragraphSection 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 the Servicer's obligations pursuant to this Section 6.05. This Section 6.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee, the Master Servicer, the Securities Administrator, the TrusteeNIMS Insurer, the Trust Fund and any Affiliateeach of their respective directors, directorofficers, officer, employee or agent of employees and agents and the Depositor Trust Fund and shall hold each of them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, arising out of or based upon: (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 compliance with the terms of this Agreement or (ivA) 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 3.225.02, 3.23, 3.24 and 3.29 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 3.02(c7.04(c) any Subcontractor that is a Servicing Function Participant. The “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (B) the failure of the Servicer immediately shall notify to perform its duties and service the Depositor, Mortgage Loans in material compliance with the Master Servicer, the Securities Administrator and the Trustee if a claim is made by a third party with respect to terms of this Agreement or or (C) the Mortgage Loans, assume (solely with the prior written consent failure of the indemnified party in Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the event of an indemnified claimServicer were applying Accepted Servicing Practices under this Agreement. (b) 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. In the case of any failure of performance described in clause (iva)(A) of this Section 6.056.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator 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. This indemnity The Servicer shall survive immediately notify the termination Master Servicer, the Depositor, the Trustee or the NIMS Insurer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans that may result in such Liabilities, and the Servicer shall assume (with the prior written consent of the indemnified party) 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 indemnified party in respect of such claim and follow any written instructions received from the such indemnified party in connection with such claim. 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 (i) the Servicer’s indemnification pursuant to Section 6.02 or (ii) the failure of the Servicer to service and administer the Mortgage Loans in accordance with the terms of this Agreement or the documents in the Servicing File. In the event a dispute arises between the Servicer and an indemnified party with respect to any of the earlier resignation 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 removal 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 Servicer and any director or officer or employee or agent of the Servicer and the parties shall be indemnified by the Servicer under Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this paragraphAgreement or the Certificates, other than any loss, liability or expense incurred by reason of 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. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Depositor, the Sponsor, the Master Servicer, the Securities Administrator, Administrator and the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor Depositor, the Sponsor, the Master Servicer, the Securities Administrator and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, judgments and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, 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, or (iii) the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement or (iv) any including, without limitation, the failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when accurate 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 identify complete information on a timely basis pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant4.03(d)). The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator and the Trustee if a such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely with the prior written consent of the indemnified party in Depositor, the event of an indemnified claimMaster Servicer, the Securities Administrator and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. In . (b) Notwithstanding anything to the case of any failure of performance described contrary contained in clause (iv) of this Section 6.05Agreement, the Servicer shall promptly reimburse indemnify the TrusteeDepositor, the Master Servicer, the Securities Administrator, the Sponsor, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor, the Master Servicer, the Securities Administrator or the DepositorTrustee and hold them harmless against any and all claims, as applicableeconomic losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other related costs, fees and expenses that any of them actually sustain, in each Person responsible for case that are likely foreseeable and directly related to any failure by the preparation, execution Servicer or filing of any report required Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer 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 deliver any information, report, certification, certification or accountants’ ' letter or other material not delivered 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 to the party to be indemnified 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, any Subservicer or any Subcontractoron the other, in connection with a breach of the Servicer's obligations pursuant to this Section 6.05. This indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the The Servicer shall indemnify the Seller, the Depositor, the Master Servicer, the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor and hold each of them harmless against any and all 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 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)2.05, (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 compliance with the terms of this Agreement or (iv) any including, without limitation, the failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when accurate 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 identify complete information on a timely basis pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant4.03(d), or the failure to). The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator Depositor and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely 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 the DepositorSeller, the Master Servicer, the Securities Administrator Depositor or the Trustee in respect of such claim. In . (a) Notwithstanding anything to the contrary contained in this Agreement, each Servicer shall indemnify the Depositor, the Trustee and any director, officer, employee or agent of the Depositor or the Trustee and hold them harmless against any and all claims, economic losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other related costs, fees and expenses that any of them actually sustain, in each case of that are likely foreseeable and directly related to any failure by such Servicer or any Subservicer engaged by such Servicer or any Subcontractor utilized by such 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 such Servicer to identify pursuant to Section 3.02(e) any Subcontractor "participating in the servicing function" within the meaning of performance described in clause (iv) Item 1122 of this Section 6.05Regulation AB; provided, however, the Servicer shall promptly reimburse not be liable for any punitive damages. (b) If the Trusteeindemnification provided for in this Section 6.05 is unavailable or insufficient to hold harmless any Person entitled to indemnification thereunder, then such Servicer shall contribute to the Master amount paid or payable to the party to be indemnified 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 such Servicer, on the Securities Administrator or the Depositorother, as applicable, and each Person responsible for the preparation, execution or filing in connection with a breach of any report required to be filed with the Commission with respect to the transaction relating such Servicer's obligations pursuant 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 SubcontractorSection 6.05. This indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragrapheach Servicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the The Servicer shall indemnify the Depositor, the Master Servicer, the Securities Administrator, the Trustee, the Trust Fund Custodians and any Affiliate, director, officer, employee or agent of the Depositor Depositor, the Master Servicer, the Securities Administrator, the Custodians and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, 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, or (iii) the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement or (iv) 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 3.22, 3.23, 3.24 and 3.29 or any failure by the Servicer to identify pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant. The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator Administrator, the Custodians and the Trustee if a such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely with the prior written consent of the indemnified party in Depositor, the event of an indemnified claimMaster Servicer, the Securities Administrator, the Custodians and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator Administrator, the Custodians or the Trustee in respect of such claim. 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 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 indemnity shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding (a) The Servicer, severally and not jointly, shall indemnify the limitations set forth Responsible Party, the Depositor, the Sponsor and the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 6.032.03(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 compliance with the terms of this Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)). The Servicer immediately shall notify the Depositor and the Trustee if such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Depositor and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Sponsor, the Responsible Party or the Trustee in respect of such claim. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor, the Master ServicerSponsor, the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor Depositor, the Sponsor or the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 compliance with the terms of this Agreement or (iv) any failure by the Servicer, Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification, certification or 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 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(c3.02(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 to 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 the Servicer’s obligations pursuant to this Section 6.05. This Section 6.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer. (d) New Century shall indemnify Countrywide Servicing and hold such party harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of New Century to perform its duties and service the Mortgage Loans (for which the Servicing Transfer Date is a Servicing Function Participantafter the Cut-off Date) in strict compliance with the terms of this Agreement. The Servicer New Century immediately shall notify the Depositor, the Master Servicer, the Securities Administrator and the Trustee Countrywide Servicing if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely with the prior written consent of the indemnified party in the event of an indemnified claimCountrywide Servicing) 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee Countrywide Servicing in respect of such claim. 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 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 indemnity shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraph.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the The Servicer shall indemnify the Seller, the Depositor, the Master Servicer, the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor and hold each of them harmless against any and all 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 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)2.05, (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 compliance with the terms of this Agreement or (iv) any including, without limitation, the failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when accurate 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 identify complete information on a timely basis pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant4.03(d), or the failure to). The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator Depositor and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely 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 the DepositorSeller, the Master Servicer, the Securities Administrator Depositor or the Trustee in respect of such claim. In . (a) Notwithstanding anything to the case of any failure of performance described contrary contained in clause (iv) of this Section 6.05Agreement, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator or indemnify the Depositor, as applicablethe Trustee and any director, officer, employee or agent of the Depositor or the Trustee and hold them harmless against any and all claims, economic losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other related costs, fees and expenses that any of them actually sustain, in each Person responsible for case that are likely foreseeable and directly related to any failure by the preparation, execution Servicer or filing of any report required Subservicer engaged by such Servicer or any Subcontractor utilized by such Servicer 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 deliver any information, report, certification, certification or accountants’ letter or other material not delivered 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; provided, however, the Servicer shall not be liable for any punitive damages. (b) If the indemnification provided for in this Section 6.05 is unavailable or insufficient to hold harmless any Person entitled to indemnification there under, then such Servicer shall contribute to the amount paid or payable to the party to be indemnified 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 such Servicer, any Subservicer or any Subcontractoron the other, in connection with a breach of such Servicer’s obligations pursuant to this Section 6.05. This indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragrapheach Servicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Depositor, the Sponsor, the Master Servicer, the Securities Administrator, Administrator and the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor Depositor, the Sponsor, the Master Servicer, the Securities Administrator and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, judgments and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, 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, or (iii) the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement or (iv) any including, without limitation, the failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when accurate 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 identify complete information on a timely basis pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant4.03(d)). The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator and the Trustee if a such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely with the prior written consent of the indemnified party in Depositor, the event of an indemnified claimMaster Servicer, the Securities Administrator and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. In . (b) Notwithstanding anything to the case of any failure of performance described contrary contained in clause (iv) of this Section 6.05Agreement, the Servicer shall promptly reimburse indemnify the TrusteeDepositor, the Master Servicer, the Securities Administrator, the Sponsor, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor, the Master Servicer, the Securities Administrator or the DepositorTrustee and hold them harmless against any and all claims, as applicableeconomic losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other related costs, fees and expenses that any of them actually sustain, in each Person responsible for case that are likely foreseeable and directly related to any failure by the preparation, execution Servicer or filing of any report required Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer 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 deliver any information, report, certification, certification or accountants’ ' letter or other material not delivered 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 ABIf 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 to the party to be indemnified 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, any Subservicer or any Subcontractoron the other, in connection with a breach of the Servicer's obligations pursuant to this Section 6.05. This indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Depositor, the Master Servicer, Sponsor and the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, 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, or (iii) the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement or (iv) any including, without limitation, the failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when accurate 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 identify complete information on a timely basis pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant4.03(d)). The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator Depositor and the Trustee if a such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely 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 reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator Depositor or the Trustee in respect of such claim. In . (b) Notwithstanding anything to the case of any failure of performance described contrary contained in clause (iv) of this Section 6.05Agreement, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator or indemnify the Depositor, as applicablethe Sponsor, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold them harmless against any and all claims, economic losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other related costs, fees and expenses that any of them actually sustain, in each Person responsible for case that are likely foreseeable and directly related to any failure by the preparation, execution Servicer or filing of any report required Subservicer engaged by such Servicer or any Subcontractor utilized by the Servicer 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 deliver any information, report, certification, certification or accountants’ ' letter or other material not delivered when and as required under Sections 3.22, 3.23, 6.02 or 8.12, including without limitation any failure by such 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 to the party to be indemnified 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 such Servicer, any Subservicer or any Subcontractoron the other, in connection with a breach of such Servicer's obligations pursuant to this Section 6.05. This indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the The Servicer shall indemnify the Seller, the Depositor, the Master Servicer, the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor and hold each of them harmless against any and all 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 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)2.05, (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 compliance with the terms of this Agreement or (iv) any including, without limitation, the failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when accurate 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 identify complete information on a timely basis pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant4.03(d), or the failure to). The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator Depositor and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely 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 the DepositorSeller, the Master Servicer, the Securities Administrator Depositor or the Trustee in respect of such claim. In . (a) Notwithstanding anything to the case of any failure of performance described contrary contained in clause (iv) of this Section 6.05Agreement, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator or indemnify the Depositor, as applicablethe Trustee and any director, officer, employee or agent of the Depositor or the Trustee and hold them harmless against any and all claims, economic losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other related costs, fees and expenses that any of them actually sustain, in each Person responsible for case that are likely foreseeable and directly related to any failure by the preparation, execution Servicer or filing of any report required Subservicer engaged by such Servicer or any Subcontractor utilized by such Servicer 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 deliver any information, report, certification, certification or accountants’ letter or other material not delivered 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; provided, however, the Servicer shall not be liable for any punitive damages. (b) If the indemnification provided for in this Section 6.05 is unavailable or insufficient to hold harmless any Person entitled to indemnification thereunder, then such Servicer shall contribute to the amount paid or payable to the party to be indemnified 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 such Servicer, any Subservicer or any Subcontractoron the other, in connection with a breach of such Servicer’s obligations pursuant to this Section 6.05. This indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragrapheach Servicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee, the Master Servicer, the Securities Administrator, the TrusteeNIMS Insurer, the Trust Fund and any Affiliateeach of their respective directors, directorofficers, officer, employee or agent of employees and agents and the Depositor Trust Fund and shall hold each of them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, arising out of or based upon: (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 compliance with the terms of this Agreement or (ivA) 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 3.225.02, 3.23, 3.24 and 3.29 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 3.02(c7.04(c) any Subcontractor that is a Servicing Function Participant. The Participating Entity; (B) the failure of the Servicer immediately shall notify to perform its duties and service the Depositor, Mortgage Loans in material compliance with the Master Servicer, the Securities Administrator and the Trustee if a claim is made by a third party with respect to terms of this Agreement or or (C) the Mortgage Loans, assume (solely with the prior written consent failure of the indemnified party in Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the event of an indemnified claim) 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claimServicer were applying Accepted Servicing Practices under this Agreement. In the case of any failure of performance described in clause (iva)(A) of this Section 6.056.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator 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. This indemnity The Servicer shall survive immediately notify the termination of Seller, the Depositor, the Master Servicer, the 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 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, in the earlier resignation 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 removal the failure of the Servicer to service and administer the parties indemnified by Mortgage Loans in material compliance with the terms of this Agreement, the Servicer under this paragraphshall 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.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the Servicer shall indemnify the Depositor, the Master Servicer, the Securities Administrator, the Trustee, the Trust Fund and any Affiliate, director, officer, employee or agent of the Depositor and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain (collectively, a “Loss”) in any way related to as a direct result of 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 compliance with the terms of this Agreement or (iv) 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 3.22, 3.23, 3.24 and 3.29 3.30 or any failure by the Servicer to identify pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant. The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. 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 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 indemnity shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraph. Notwithstanding the provisions of this Section 6.05, the Servicer shall not be obligated to provide any indemnification or reimbursement hereunder to any party for any loss that any of them may sustain which are indirect, consequential, punitive or special in nature.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Depositor, the Master Servicer, the Securities Administrator, the Trustee, the Trust Fund Depositor (and any Affiliate, director, officer, employee or agent of the Depositor Depositor) and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) any breach by the Servicer, of (i) any Servicer 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 compliance with the terms of this Agreement or (iv) 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 3.22, 3.23, 3.24 and 3.29 or any failure by the Servicer to identify pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function Participant. The Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator Depositor and the Trustee in writing if a such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (solely 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 reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. 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 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 indemnity shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor (and any Affiliate, director, officer, employee or agent of the Depositor) and the parties indemnified Trustee and hold them harmless against any and all claims, economic losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other related costs, fees and expenses that any of them actually sustain, in each case that are likely foreseeable and directly related to any failure by the Servicer or any Subservicer engaged by such 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 such Servicer to identify pursuant to Section 6.02(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 paragraphSection 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 to the party to be indemnified 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 such Servicer, on the other, in connection with a breach of such Servicer's obligations pursuant to this Section 6.05. This Section 6.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify each Responsible Party, the Sponsor, the Depositor, the Master ServicerCustodian, the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor and hold them harmless against any and all 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 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 compliance with the terms of this Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)). The Servicer immediately shall notify the Depositor, the Custodian, each Responsible Party and the Trustee 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 Depositor, the Custodian 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 each Responsible Party, the Depositor, the Custodian or the Trustee in respect of such claim. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor, the Sponsor, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 compliance with the terms of this Agreement or (iv) any failure by the Servicer, Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification, certification or 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 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(c3.02(e) any Subcontractor that "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 Servicing Function Participant. The Servicer immediately shall notify result of the Depositorlosses, claims, damages or liabilities of such Person in such proportion as is appropriate to reflect the Master relative fault of such Person on the one hand and the Servicer, on the Securities Administrator and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loansother, assume (solely in connection 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, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. In the case of any failure of performance described in clause (iv) of 's obligations pursuant to 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 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 indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee, the Master Servicer, the Securities AdministratorTrust Fund and each of their respective directors, the Trusteeofficers, employees and agents and the Trust Fund and any Affiliate, director, officer, employee or agent of the Depositor and shall hold each of them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, arising out of or based upon: (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 compliance with the terms of this Agreement or (iv) 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 3.225.02, 3.23, 3.24 and 3.29 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 3.02(c7.04(c) any Subcontractor that is a Servicing Function Participant. The Participating Entity; (ii) the failure of the Servicer immediately shall notify to perform its duties and service the Depositor, Mortgage Loans in material compliance with the Master Servicer, the Securities Administrator and the Trustee if a claim is made by a third party with respect to terms of this Agreement or or (iii) the Mortgage Loans, assume (solely with the prior written consent failure of the indemnified party in Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the event of an indemnified claim) 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claimServicer were applying Accepted Servicing Practices under this Agreement. In the case of any failure of performance described in clause (iva)(i) of this Section 6.056.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator 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. This indemnity The Servicer shall survive immediately notify the termination of Seller, 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 indemnifed party in connection with such claim. Subject to the earlier resignation Servicer's indemnification pursuant to Section 6.02, or removal the failure of the Servicer to service and administer the parties indemnified by Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer under and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this paragraphAgreement, 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. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Sponsor, the Depositor, the Master ServicerCustodian, the Securities Administrator, the Trustee, the Trust Fund Trustee and any Affiliate, director, officer, employee or agent of the Depositor and hold each them harmless against any and all 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 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 compliance with the terms of this Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)). The Servicer immediately shall notify the Depositor, the Custodian and the Trustee 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 Depositor, the Custodian 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 the Depositor, the Custodian or the Trustee in respect of such claim. (b) Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall indemnify the Depositor, the Sponsor, the Trustee and any director, officer, employee or agent of the Depositor, the Sponsor or the Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any 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 compliance with the terms of this Agreement or (iv) any failure by the Servicer, Servicer or any Subservicer engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver any information, report, certification, certification or 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 6.02 or 8.12, including without limitation any failure by the Servicer to identify pursuant to Section 3.02(c3.02(e) any Subcontractor that "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 Servicing Function Participant. The Servicer immediately shall notify result of the Depositorlosses, claims, damages or liabilities of such Person in such proportion as is appropriate to reflect the Master relative fault of such Person on the one hand and the Servicer, on the Securities Administrator and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loansother, assume (solely in connection 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, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. In the case of any failure of performance described in clause (iv) of 's obligations pursuant to 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 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 indemnity Section 6.05 shall survive the termination of this Agreement and or the earlier resignation or removal of the Servicer and the parties indemnified by the Servicer under this paragraphServicer.

Additional Indemnification by the Servicer; Third Party Claims. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee, the Master Servicer, the Securities Administrator, the TrusteeNIMS Insurer, the Trust Fund and any Affiliateeach of their respective directors, directorofficers, officer, employee or agent of employees and agents and the Depositor Trust Fund and shall hold each of them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, arising out of or based upon: (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 compliance with the terms of this Agreement or (ivA) any failure by the Servicer, any Subservicer or any Subcontractor (in the case of any Subcontractor, only if the Servicer does not elect to take responsibility for assessing compliance with the Servicing Criteria in accordance with Regulation AB Telephone Interpretation 17.06) to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 3.225.02, 3.23, 3.24 and 3.29 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 3.02(c7.04(c) any Subcontractor that is a Servicing Function Participant. The “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (B) the failure of the Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator to perform its duties and the Trustee if a claim is made by a third party with respect to this Agreement or service the Mortgage Loans, assume (solely Loans in material compliance with the prior written consent terms of this Agreement; or (C) the failure of the indemnified party in Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the event of an indemnified claimServicer were applying Accepted Servicing Practices under this Agreement. (b) 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claim. In the case of any failure of performance described in clause (iva)(A) of this Section 6.056.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator 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. This indemnity The Servicer shall survive immediately notify the termination Master Servicer, the Depositor, the Trustee or the NIMS Insurer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans that may result in such expenses, costs or liabilities described above, and the Servicer shall assume (with the prior written consent of the indemnified party) 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 indemnified party in respect of such claim and follow any written instructions received from the such indemnified party in connection with such claim. Upon presentation to the Master Servicer of reasonable documentation relating to all amounts advanced by the Servicer pursuant to the preceding sentence, the Servicer shall be reimbursed promptly from the Trust Fund pursuant to Section 3.04(xi) for such amounts except when the claim is in any way related to (i) the Servicer’s indemnification pursuant to Section 6.02 or (ii) the failure of the Servicer to service and administer the Mortgage Loans in accordance with the terms of this Agreement or the documents in the Servicing File. For purposes of clarification, in no event shall the Servicer withhold from its monthly remittances or the Custodial Account any amounts advanced pursuant to the first sentence of this paragraph; rather, so long as the Servicer has provided the Master Servicer with reasonable documentation relating to such amounts, the Servicer shall be entitled to withdraw such funds in accordance with Section 3.04(xii). Each request for reimbursement must be presented to the Master Servicer for review. In the event a dispute arises between the Servicer and an indemnified party with respect to any of the earlier resignation 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 removal 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 Servicer and any director or officer or employee or agent of the Servicer and the parties shall be indemnified by the Servicer under Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this paragraphAgreement or the Certificates, other than any loss, liability or expense incurred by reason of 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. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee, the Master Servicer, the Securities Administrator, the TrusteeNIMS Insurer, the Trust Fund and any Affiliateeach of their respective directors, directorofficers, officer, employee or agent of employees and agents and the Depositor Trust Fund and shall hold each of them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, arising out of or based upon: (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 compliance with the terms of this Agreement or (ivA) 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 3.225.02, 3.23, 3.24 and 3.29 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 3.02(c7.04(c) any Subcontractor that is a Servicing Function Participant. The Participating Entity; (B) the failure of the Servicer immediately shall notify the Depositor, the Master Servicer, the Securities Administrator to perform its duties and the Trustee if a claim is made by a third party with respect to this Agreement or service the Mortgage Loans, assume (solely Loans in material compliance with the prior written consent terms of this Agreement; or (C) the failure of the indemnified party in Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the event of an indemnified claim) 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claimServicer were applying Accepted Servicing Practices under this Agreement. In the case of any failure of performance described in clause (iva)(A) of this Section 6.056.03, the Servicer shall promptly reimburse the Trustee, the Master Servicer, the Securities Administrator 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. This indemnity The Servicer shall survive immediately notify the termination of Seller, the Depositor, the Master Servicer, the 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 indemnified party in connection with such claim. Subject to the earlier resignation Servicer’s indemnification pursuant to Section 6.02, or removal the failure of the Servicer to service and administer the parties indemnified by Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer under and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this paragraphAgreement, 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. Notwithstanding the limitations set forth in Section 6.03, the (a) The Servicer shall indemnify the Seller, the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Securities AdministratorTrust Fund and each of their respective directors, the Trusteeofficers, employees and agents and the Trust Fund and any Affiliate, director, officer, employee or agent of the Depositor and shall hold each of them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to any breach by the Servicer, arising out of or based upon: (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 compliance with the terms of this Agreement or (ivA) 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 3.225.02, 3.23, 3.24 and 3.29 5.03 or 5.04 or any failure by the Servicer to identify pursuant to Section 3.02(c7.04(c) any Subcontractor that is a Servicing Function Participant. The Participating Entity; (B) the failure of the Servicer immediately shall notify to perform its duties and service the Depositor, Mortgage Loans in material compliance with the Master Servicer, the Securities Administrator and the Trustee if a claim is made by a third party with respect to terms of this Agreement or or (C) the Mortgage Loans, assume (solely with the prior written consent failure of the indemnified party in Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the event of an indemnified claim) 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 the Depositor, the Master Servicer, the Securities Administrator or the Trustee in respect of such claimServicer were applying Accepted Servicing Practices under this Agreement. In the case of any failure of performance described in clause (iva)(A) of this Section 6.056.03, the Servicer shall promptly reimburse the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator 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. This indemnity The Servicer shall survive immediately notify the termination of Seller, the Depositor, the Master Servicer, the 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 indemnified party in connection with such claim. Subject to the earlier resignation Servicer’s indemnification pursuant to Section 6.02, or removal the failure of the Servicer to service and administer the parties indemnified by Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer under and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this paragraphAgreement, 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.