Common use of Additional Indemnification by the Servicer Clause in Contracts

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Inc., the Master Servicer, the Trust Administrator, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section 6.03 by or on behalf of the Servicer, or provided under this Section 6.03 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providing, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) 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 Article 6.03, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section 6.03, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Xxxxxx Brothers Holdings Inc., the Master Servicer, the Trust Securities Administrator, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the DepositorDepositor (each, and “Indemnified Party”), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section Article 6.03 by or on behalf of the Servicer, or provided under this Section Article 6.03 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providingprovided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) 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 Article 6.03, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03Section, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section Article 6.03, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Xxxxxx Brothers Holdings Inc., the Master Servicer, the Trust Securities Administrator, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section Article 6.03 by or on behalf of the Servicer, or provided under this Section Article 6.03 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providingprovided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) 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 Article 6.03, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing Servicing Transfer Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03Section, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section Article 6.03, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Servicing Transfer Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Xxxxxx Brothers Holdings Inc., the Master Servicer, the Trust Securities Administrator, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the DepositorDepositor (each, and “Indemnified Party”), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section Article 6.03 by or on behalf of the Servicer, or provided under this Section Article 6.03 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providingprovided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) 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 Article 6.03, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l) and made as of a date prior to the Closing applicable Servicing Transfer Date, to the extent that such breach is not cured by the Closing applicable Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing applicable Servicing Transfer Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03Section, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (b) (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section Article 6.03, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing applicable Servicing Transfer Date, to the extent that such breach is not cured by the Closing applicable Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing applicable Servicing Transfer Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; , provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Inc., the Master Servicer, the Trust Administrator, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section 6.03 Sections 4.02(c) or (d), 5.04, 5.05, 6.01 or 7.04 by or on behalf of the Servicer, or provided under this Section 6.03 Sections 4.02(c) or (d), 5.04, 5.05, 6.01 or 7.04 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providing, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any breach by the Servicer of its obligations under this Section 6.03, including, 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 Article 6.03Sections 4.02(c) or (d), 5.04, 5.05, 6.01 or 7.04, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (b) (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section 6.03Sections 4.02(c) or (d), 5.04, 5.05, 6.01 or 7.04, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Xxxxxx Brothers Holdings Inc., the Master Servicer, the Trust AdministratorTrustee, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section Article 6.03 by or on behalf of the Servicer, or provided under this Section Article 6.03 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providingprovided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) 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 Article 6.03, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing Servicing Transfer Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03Section, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (b) (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section Article 6.03, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Servicing Transfer Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Xxxxxx Brothers Holdings Inc., the Master Servicer, the Trust Securities Administrator, each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section 4.02(c) or (d), 5.04, 5.05, 6.01, 6.03 or 7.04 by or on behalf of the Servicer, or provided under this Section 4.02(c) or (d), 5.04, 5.05, 6.01, 6.03 or 7.04 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providing, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any breach by the Servicer of its obligations under this Section 6.03, including, 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 Article 6.03Section 4.02(c) or (d), 5.04, 5.05, 6.01, 6.03 or 7.04, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03, the Servicer shall promptly reimburse the Master Servicer, 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 such transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section 6.034.02(c) or (d), 5.04, 5.05, 6.01, 6.03 or 7.04, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this AgreementAgreement and any applicable reconstitution agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement and/or any applicable reconstitution agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement and/or any applicable reconstitution agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Lehxxx Xxothers Holdings Inc., the Master Servicer, the Trust Securities Administrator, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section Article 6.03 by or on behalf of the Servicer, or provided under this Section Article 6.03 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providingprovided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) 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 Article 6.03, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing Servicing Transfer Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03Section, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (b) (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section Article 6.03, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Servicing Transfer Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Inc., the Master Servicer, the Trust AdministratorDepositor, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositorforegoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section 6.03 Article 8.01 by or on behalf of the Servicer, or provided under this Section 6.03 Article 8.01 by or on behalf of the Subservicer, any Reg AB Subservicer or any Reg AB Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providingprovided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, the Subservicer, any Reg AB Subservicer or any Reg AB Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Article 6.038.01, including any failure by the Servicer to identify pursuant to Section 7.04(c8.04(c) any Reg AB Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l3.01(g) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing Date,; (iv) any failure by the Servicer, the Subservicer, any Reg AB Subservicer or any Reg AB Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.04 6.04 or 5.05 6.05 or any failure by the Servicer to identify pursuant to Section 7.04(c8.04(c) any Reg AB Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03Section, the Servicer shall promptly reimburse the Master Servicer, the DepositorDepositor and the Trustee, 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 such 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, the Subservicer, any Reg AB Subservicer or any Reg AB Subcontractor. (b) (i) Any failure by the Servicer, the Subservicer, any Reg AB Subservicer or any Reg AB Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section 6.03Article 8.01, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l3.01(g) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicableCompany, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the ServicerServicer (and if the Company is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably acceptable to any Master Servicer for such Securitization Transaction); provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Lxxxxx Brothers Holdings Inc., the Master Servicer, the Trust Securities Administrator, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section Article 6.03 by or on behalf of the Servicer, or provided under this Section Article 6.03 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providingprovided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) 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 Article 6.03, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l6.01(k) or in a writing furnished pursuant to Section 6.01(l6.02(c) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l6.02(c) to the extent made as of a date subsequent to the Closing Servicing Transfer Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03Section, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (b) (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section Article 6.03, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l6.01(k) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Servicing Transfer Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Xxxxxx Brothers Holdings Inc., the Master Servicer, the Trust AdministratorTrustee, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section Article 6.03 by or on behalf of the Servicer, or provided under this Section Article 6.03 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providingprovided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) 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 Article 6.03, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l6.02(c) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing Servicing Transfer Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03Section, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (b) (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section Article 6.03, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Servicing Transfer Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Inc., the Master Servicer, the Trust Administrator, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section 6.03 Sections 4.02(c) or (d), 5.04, 5.05, 6.01 or 7.04 by or on behalf of the Servicer, or provided under this Section 6.03 Sections 4.02(c) or (d), 5.04, 5.05, 6.01 or 7.04 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providing, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any breach by the Servicer of its obligations under this Section 6.03, including, 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 Article 6.03Sections 4.02(c) or (d), 5.04, 5.05, 6.01 or 7.04, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l6.01(k) or in a writing furnished pursuant to Section 6.01(l6.01(k) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l6.01(k) to the extent made as of a date subsequent to the Closing Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (b) (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section 6.03Sections 4.02(c) or (d), 5.04, 5.05, 6.01 or 7.04, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Xxxxxx Brothers Holdings Inc., the Master Servicer, the Trust Securities Administrator, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section Article 6.03 by or on behalf of the Servicer, or provided under this Section Article 6.03 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providingprovided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) 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 Article 6.03, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03Section, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (b) (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section Article 6.03, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Xxxxxx Brothers Holdings Inc., the Master Servicer, the Trust AdministratorTrustee, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section Article 6.03 by or on behalf of the Servicer, or provided under this Section Article 6.03 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providingprovided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) 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 Article 6.03, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03Section, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section Article 6.03, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Xxxxxx Brothers Holdings Inc., the Master Servicer, the Trust Administrator, Securities Administrator each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section Article 6.03 by or on behalf of the Servicer, or provided under this Section Article 6.03 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providingprovided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) 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 Article 6.03, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l6.01(k) or in a writing furnished pursuant to Section 6.01(l6.02(c) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l6.02(c) to the extent made as of a date subsequent to the Closing Servicing Transfer Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03Section, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (b) (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section Article 6.03, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l6.01(k) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Servicing Transfer Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Xxxxxx Brothers Holdings Inc., the Master Servicer, the Trust Securities Administrator, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the DepositorDepositor (each, and “Indemnified Party”), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section Article 6.03 by or on behalf of the Servicer, or provided under this Section Article 6.03 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providingprovided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) 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 Article 6.03, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03Section, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (b) (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section Article 6.03, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Additional Indemnification by the Servicer. (a) The Servicer shall indemnify DLJ Mortgage Capital, Xxxxxx Brothers Holdings Inc., the Master Servicer, the Trust Securities Administrator, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Section Article 6.03 by or on behalf of the Servicer, or provided under this Section Article 6.03 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providingprovided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) 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 Article 6.03, including any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.01(l) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.01(l) to the extent made as of a date subsequent to the Closing Servicing Transfer Date; (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 5.04 or 5.05 or any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; or (v) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement. In the case of any failure of performance described in clause (a)(ii) of this Section 6.03Section, the Servicer shall promptly reimburse the Master Servicer, 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 such 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. (b) (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section Article 6.03, or any breach by the Servicer of a representation or warranty set forth in Section 6.01(l) or in a writing furnished pursuant to Section 6.02(c) and made as of a date prior to the Closing Servicing Transfer Date, to the extent that such breach is not cured by the Closing Servicing Transfer Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 6.02(c) to the extent made as of a date subsequent to the Closing Servicing Transfer Date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 5.04 or 5.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 7.04(c) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Master Servicer nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer, such as a master servicer) and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer (or such designee) or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.