Common use of Indemnification by the Master Servicer and the Securities Administrator Clause in Contracts

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “Indemnifying Party”), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ letter when and as required under this Article XIII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “Indemnifying Party”), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “Indemnifying Party”), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (( i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ ' letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master 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.

Indemnification by the Master Servicer and the Securities Administrator. 139 (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ ' letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; provided that to the extent that any provision of this Agreement and/or any applicable 140 Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ ' letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master Servicer to identify a Subcontractor “"participating in the servicing function” " within the 187 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “Indemnifying Party”), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ ' letter when and as required under this Article XIII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master Servicer to identify a Subcontractor “"participating in the servicing function” " within the 143 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each 156 Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ ' letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ ' letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 146 information, report, certification or accountants’ ' letter was required to be delivered shall constitute an Event of Default with respect to the Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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:140 (i) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ ' letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the 141 Master 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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:and (i) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ ' letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any 145 Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ ' letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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:179 (i) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ ' letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the 180 Master 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ ' letter when and as required under this Article XIII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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 Article XII by or on behalf of the Indemnifying Party, or provided under this Article XII by or on behalf of any Subservicer or Subcontractor directly engaged by the Indemnifying Party (collectively, the "Company 129 Information"), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated therein in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered misleading; provided, by itway of clarification, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, that clause (B) of this paragraph shall be construed solely by reference to the Company Information and not to any assessment other information communicated in connection with a sale or attestation delivered by purchase of securities, without regard to whether the Company Information or on behalf of it, any portion thereof is presented together with or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them;separately from such other information; or (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification certification, accountants' letter or accountants’ letter other material when and as required under this Article XIII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master 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 LoansXII.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. 129 In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ ' letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the Master 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.

Indemnification by the Master Servicer and the Securities Administrator. (a) The Master Servicer and the Securities Administrator (each, an “"Indemnifying Party”"), shall, severally and not jointly, indemnify the Depositor and the Seller for the preparation, execution or filing of any report required to be filed with the Commission with respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and the respective present and former directors, officers, employees and agents of each of the foregoing 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:and (i) any untrue statement of a material fact contained or alleged to be contained in or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in (A) any compliance certificate delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, (B) any assessment or attestation delivered by or on behalf of it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (C) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities Administrator or the Master Servicer and provided by either of them; (ii) any failure by the Indemnifying Party to perform its obligations when and as required under this Article XIIIXII; or (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party. In the case of any failure of performance described in clause (a)(ii) of this Section, the Indemnifying Party shall promptly reimburse the Seller or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust, 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 Indemnifying Party or any Subservicer or Subcontractor of the Indemnifying Party. (b) (i) Any failure by the Indemnifying Party or any Subservicer or any Subcontractor of the Indemnifying Party to deliver any information, report, certification or accountants’ ' letter when and as required under this Article XIIIXII, including (except as provided below) any failure by the Indemnifying Party to identify pursuant to Section 13.07 12.07 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 Indemnifying Party under this Agreement, and shall entitle the Seller or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Indemnifying Party under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Indemnifying Party; 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 Master Servicer as servicer, such provision shall be given effect. Neither the Seller nor any Depositor shall be entitled to terminate the rights and obligations of an Indemnifying Party pursuant to this subparagraph (b)(ii) if a failure of the 170 Master 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.