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

Indemnification of the Trustee, the Securities Administrator and the Master Servicer. Subject to the limitations described in clause (C) of the definition of Available Distribution Amount, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, both in its individual capacity and in its capacity as Trustee hereunder, and Xxxxx Fargo Bank, N.A., both in its individual capacity and in its capacity as Master Servicer, and Citibank, N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy or similar insolvency proceeding in any way related to or affecting this Agreement, the Purchase Agreements, the Servicing Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside (A) Christiana Trust, a division of Wilmington Savings Fund Society, FSB (in the case of Christiana Trust, a division of Wilmington Savings Fund Society, FSB personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or(B) Xxxxx Fargo Bank, N.A. (in the case of Xxxxx Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Master Servicer and, or (C) Citibank, N.A. (in the case of Citibank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent. As of the Startup Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of the REMIC Provisions as “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). In connection with any claim as to which indemnification is to be sought hereunder:

Indemnification of the Trustee, the Securities Administrator and the Master Servicer. Subject to the limitations described in clause (C) of the definition of Available Distribution Amount, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, both in its individual capacity and in its capacity as Trustee hereunder, and Xxxxx Wxxxx Fargo Bank, N.A., both in its individual capacity and in its capacity as Master Servicer, and Citibank, N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy or similar insolvency proceeding in any way related to or affecting this Agreement, the Purchase Agreements, the Servicing Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside (A) Christiana Trust, a division of Wilmington Savings Fund Society, FSB (in the case of Christiana Trust, a division of Wilmington Savings Fund Society, FSB personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or(B) Xxxxx or Wxxxx Fargo Bank, N.A. (in the case of Xxxxx Wxxxx Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Master Servicer and, or (C) Citibank, N.A. (in the case of Citibank, N.A. personnel, such costs to be calculated using standard market rates), in the case of and the Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent. As of the Startup Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of the REMIC Provisions as “"unanticipated expenses” " within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). In connection with any claim as to which indemnification is to be sought hereunder:

Indemnification of the Trustee, the Securities Administrator and the Master Servicer. Subject to the limitations described in clause (C) definition of the definition of Available Distribution AmountExtraordinary Trust Expense, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, both in its individual capacity and in its capacity as Trustee hereunder, and Xxxxx Wxxxx Fargo Bank, N.A., both in its individual capacity and in its capacity as Master Servicer, and Citibank, N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent Agent, Rule 17g-5 Information Provider and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Servicing Agreements, the Servicing AAR Agreements, the Mortgage Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy or similar insolvency proceeding in any way related to or affecting this Agreement, the Purchase Servicing Agreements, the Servicing AAR Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust (A) Christiana Trust, a division in the case of Wilmington Savings Fund Society, FSB (in the case of FSB, d/b/a Christiana Trust, a division of Wilmington Savings Fund Society, FSB Trust personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or(B) Xxxxx or Wxxxx Fargo Bank, N.A. (in the case of Xxxxx Wxxxx Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Master Servicer andand the Securities Administrator. The amount of any Extraordinary Trust Expenses reimbursed and the reason therefor (including the party to whom they were paid) shall be reported to the Securities Administrator. Any such costs shall be attributable directly to costs specifically incurred by the Trust Fund and shall not include any general allocation for market conditions. However in the event the Trust Fund is included in any action, or (C) Citibanklawsuit naming multiple trusts, N.A. (in the case of Citibank, N.A. personnel, such costs or if any action is desired to be calculated using standard market ratestaken by the Trust Fund with other trust funds in order to minimize expense (such as a filing in connection with a bankruptcy), in the case of Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, and the Authenticating Agent, the Rule 17g-5 Information Provider or the Master Servicer, as applicable, may make a reasonable allocation of any expenses incurred in the defense or action to the Trust Fund. As of the Startup Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of the REMIC Provisions as “"unanticipated expenses” " within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The rights and indemnity afforded to the Trustee, the Master Servicer and the Securities Administrator in this Section 6.11 shall apply, mutatis mutandis, to (x) the Trustee, the Master Servicer and the Securities Administrator in any other capacity under this Agreement and (y) the Trustee, the Master Servicer and the Securities Administrator under the Servicing Agreements, the AAR Agreements, the Custodial Agreement or the Mortgage Loan Purchase Agreement. In connection with any claim as to which indemnification is to be sought hereunder:

Indemnification of the Trustee, the Securities Administrator and the Master Servicer. Subject to the limitations described in clause (C) of the definition of Available Distribution Amount, Christiana TrustCitibank, a division of Wilmington Savings Fund Society, FSBN.A., both in its individual capacity and in its capacity as Trustee hereunder, and Xxxxx Wxxxx Fargo Bank, N.A., both in its individual capacity and in its capacity as Master Servicer, and Citibank, N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy or similar insolvency proceeding in any way related to or affecting this Agreement, the Purchase Agreements, the Servicing Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside (A) Christiana Trust, a division of Wilmington Savings Fund Society, FSB (in the case of Christiana Trust, a division of Wilmington Savings Fund Society, FSB personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or(B) Xxxxx Fargo Bank, N.A. (in the case of Xxxxx Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Master Servicer and, or (C) Citibank, N.A. (in the case of Citibank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or Wxxxx Fargo Bank, N.A. (in the case of Wxxxx Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent. As of the Startup Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of the REMIC Provisions as “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). In connection with any claim as to which indemnification is to be sought hereunder:

Indemnification of the Trustee, the Securities Administrator and the Master Servicer. Subject to the limitations described in clause (C) of the definition of Available Distribution Amount, Christiana Wilmington Trust, a division of Wilmington Savings Fund Society, FSBNational Association, both in its individual capacity and in its capacity as Trustee hereunder, and Xxxxx Fargo BankCitiMortgage, N.A.Inc., both in its individual capacity and in its capacity as Master ServicerServicer hereunder, and Citibank, N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, Agent and Authenticating Agent and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceedingproceeding (including any arbitration provision contemplated hereby), whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy or similar insolvency proceeding in any way related to or affecting this Agreement, the Purchase Agreements, the Servicing Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside (A) Christiana Wilmington Trust, a division of Wilmington Savings Fund Society, FSB National Association (in the case of Christiana Wilmington Trust, a division of Wilmington Savings Fund Society, FSB National Association personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or(B) Xxxxx Fargo BankCitiMortgage, N.A. Inc. (in the case of Xxxxx Fargo BankCitiMortgage, N.A. Inc. personnel, such costs to be calculated using standard market rates), in the case of the Master Servicer andServicer, or (C) and Citibank, N.A. (in the case of Citibank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent. As of the Startup Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of the REMIC Provisions as “"unanticipated expenses” " within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). In connection with any claim as to which indemnification is to be sought hereunder:

Indemnification of the Trustee, the Securities Administrator and the Master Servicer. Subject to the limitations described in clause (C) of the definition of Available Distribution Amount, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, both in its individual capacity and in its capacity as Trustee hereunder, and Xxxxx Wxxxx Fargo Bank, N.A., both in its individual capacity and in its capacity as Master Servicer, and Citibank, N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Agreements, the Servicing AgreementsAgreement, the Mortgage Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy or similar insolvency proceeding in any way related to or affecting this Agreement, the Purchase Agreements, the Servicing AgreementsAgreement, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside (A) Christiana Trust, a division of Wilmington Savings Fund Society, FSB (in the case of Christiana Trust, a division of Wilmington Savings Fund Society, FSB personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or(B) Xxxxx or Wxxxx Fargo Bank, N.A. (in the case of Xxxxx Wxxxx Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Master Servicer and, or (C) Citibank, N.A. (in the case of Citibank, N.A. personnel, such costs to be calculated using standard market rates), in the case of and the Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent. As of the Startup Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of the REMIC Provisions as “"unanticipated expenses” " within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). In connection with any claim as to which indemnification is to be sought hereunder:

Indemnification of the Trustee, the Securities Administrator and the Master Servicer. Subject to the limitations described in clause (C) of the definition of Available Distribution Amount, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, both in its individual capacity and in its capacity as Trustee hereunder, and Xxxxx Fargo Bank, N.A., both in its individual capacity and in its capacity as Master Servicer, and Citibank, N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy or similar insolvency proceeding in any way related to or affecting this Agreement, the Purchase Agreements, the Servicing Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside (A) Christiana Trust, a division of Wilmington Savings Fund Society, FSB (in the case of Christiana Trust, a division of Wilmington Savings Fund Society, FSB personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or(B(B) Xxxxx Fargo Bank, N.A. (in the case of Xxxxx Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Master Servicer andServicer, or (C) Citibank, N.A. (in the case of Citibank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent. As of the Startup Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of the REMIC Provisions as “"unanticipated expenses” " within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). In connection with any claim as to which indemnification is to be sought hereunder:

Indemnification of the Trustee, the Securities Administrator and the Master Servicer. Subject to the limitations described in clause (C) of the definition of Available Distribution Amount, Christiana Trust, a division of Wilmington Savings Fund Society, FSBU.S. Bank National Association, both in its individual capacity and in its capacity as Trustee hereunder, and Xxxxx Fargo Bank, N.A., both in its individual capacity and in its capacity as Master Servicer, and Citibank, N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, Agent and Authenticating Agent and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy or similar insolvency proceeding in any way related to or affecting this Agreement, the Purchase Agreements, the Servicing Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside (A) Christiana Trust, a division of Wilmington Savings Fund Society, FSB U.S. Bank National Association (in the case of Christiana Trust, a division of Wilmington Savings Fund Society, FSB U.S. Bank National Association personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or(B(B) Xxxxx Fargo Bank, N.A. (in the case of Xxxxx Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Master Servicer and, or (C) Citibank, N.A. (in the case of Citibank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Securities Administrator, Certificate Registrar, Paying Agent, Agent and Authenticating Agent. As of the Startup Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of the REMIC Provisions as “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). In connection with any claim as to which indemnification is to be sought hereunder:

Indemnification of the Trustee, the Securities Administrator and the Master Servicer. Subject to the limitations described in clause (C) of the definition of Available Distribution Amount, Christiana Trust, a division of Wilmington Savings Fund Society, FSBU.S. Bank National Association, both in its individual capacity and in its capacity as Trustee hereunder, and Xxxxx Fargo Bank, N.A., both in its individual capacity and in its capacity as Master Servicer, and Citibank, N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy or similar insolvency proceeding in any way related to or affecting this Agreement, the Purchase Agreements, the Servicing Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside (A) Christiana Trust, a division of Wilmington Savings Fund Society, FSB U.S. Bank National Association (in the case of Christiana Trust, a division of Wilmington Savings Fund Society, FSB U.S. Bank National Association personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or(B) Xxxxx Fargo Bank, N.A. (in the case of Xxxxx Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Master Servicer and, or andor (C) Citibank, N.A. (in the case of Citibank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Securities Administrator, Certificate Registrar, Paying Agent, Agent and Authenticating Agent. As of the Startup Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of the REMIC Provisions as “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). In connection with any claim as to which indemnification is to be sought hereunder:

Indemnification of the Trustee, the Securities Administrator and the Master Servicer. Subject to the limitations described in clause (C) of the definition of Available Distribution Amount, Christiana TrustCitibank, a division of Wilmington Savings Fund Society, FSBN.A., both in its individual capacity and in its capacity as Trustee hereunder, and Xxxxx Fargo Bank, N.A., both in its individual capacity and in its capacity as Master Servicer, and Citibank, ,N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy or similar insolvency proceeding in any way related to or affecting this Agreement, the Purchase Agreements, the Servicing Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside (A) Christiana TrustCitibank, a division of Wilmington Savings Fund Society, FSB N.A. (in the case of Christiana TrustCitibank, a division of Wilmington Savings Fund Society, FSB N.A. personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or(Bor (B) Xxxxx Fargo Bank, N.A. (in the case of Xxxxx Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Master Servicer and, or (C) Citibank, N.A. (in the case of Citibank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent. As of the Startup Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of the REMIC Provisions as “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). In connection with any claim as to which indemnification is to be sought hereunder:

Indemnification of the Trustee, the Securities Administrator and the Master Servicer. Subject to the limitations described in clause (C) of the definition of Available Distribution Amount, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, both in its individual capacity and in its capacity as Trustee hereunder, and Xxxxx Fargo Bank, N.A., both in its individual capacity and in its capacity as Master Servicer, and Citibank, N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy or similar insolvency proceeding in any way related to or affecting this Agreement, the Purchase Agreements, the Servicing Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside (A) Christiana Trust, a division of Wilmington Savings Fund Society, FSB (in the case of Christiana Trust, a division of Wilmington Savings Fund Society, FSB personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or(B(B) Xxxxx Fargo Bank, N.A. (in the case of Xxxxx Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Master Servicer andServicer, or (C) Citibank, N.A. (in the case of Citibank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent. As of the Startup Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of the REMIC Provisions as “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). In connection with any claim as to which indemnification is to be sought hereunder:

Indemnification of the Trustee, the Securities Administrator and the Master Servicer. Subject to the limitations described in clause (C) of the definition of Available Distribution Amount, Christiana TrustCitibank, a division of Wilmington Savings Fund Society, FSBN.A., both in its individual capacity and in its capacity as Trustee hereunder, and Xxxxx Fargo Bank, N.A., both in its individual capacity and in its capacity as Master Servicer, and Citibank, ,N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, Agent and Authenticating Agent and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy or similar insolvency proceeding in any way related to or affecting this Agreement, the Purchase Agreements, the Servicing Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside (A) Christiana TrustCitibank, a division of Wilmington Savings Fund Society, FSB N.A. (in the case of Christiana TrustCitibank, a division of Wilmington Savings Fund Society, FSB N.A. personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or(Bor (B) Xxxxx Fargo Bank, N.A. (in the case of Xxxxx Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Master Servicer and, or (C) Citibank, N.A. (in the case of Citibank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Securities Administrator, Certificate Registrar, Paying Agent, and Authenticating Agent. As of the Startup Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of the REMIC Provisions as “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). In connection with any claim as to which indemnification is to be sought hereunder: