Common use of Indemnification; Remedies Clause in Contracts

Indemnification; Remedies. (i) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person responsible for the 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1) 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 Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company Information”), or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 34 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 34 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company "Seller Information”"), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB34; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 34.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 34.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 34.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator. (ii) (Ab) Any failure by the Company, any Subservicer, any Subcontractor Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 34, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)Subsection 34.02(a) or in a writing furnished pursuant to Subsection 34.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, shall, except as provided in clause (B) of this paragraph, if to the extent that such breach is not cured within three (3by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 34.02(b) Business Days to the extent made as of the Company’s receipt of notice of a date subsequent to such failure (or closing date, shall immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Interim Servicer as servicer under this the Interim Servicing Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyInterim Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company Interim Servicer as servicer, such provision shall be given effect.

Indemnification; Remedies. (i) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person responsible for the 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1) 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 Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company Information”), or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is will result or has resulted in the Purchaser’s or its affiliated sponsor’s loss of a nature that is incapable of cure and right, for which failure may reasonably be expected have a material and adverse effect on the Purchaser or Depositor cannot obtain a waiver from the Commission, to maintain any Depositor in connection with a registration statement relating to securitization transactions of the same type as the Securitization TransactionTransactions contemplated hereunder) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entitySponsor; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Article II by or on behalf of the Company, or provided under this Amendment Reg AB Article II by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “"Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (Bii) any breach by the Company under this Article II, including particularly any failure by the Company, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required required, under this Amendment Reg ABArticle II, including any failure by the Company to identify pursuant to Section 2(f)(ii2.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or; (Ciii) any breach by the Company of a representation or warranty set forth in Section 2(b)(i2.02(a) or in a writing furnished pursuant to Section 2(b)(ii2.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii2.02(b) to the extent made as of a date subsequent to such closing date; or (iv) negligence, bad faith or willful misconduct of the Company in connection with its performance under this Article II. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Company, any Subservicer, any Subcontractor or any Third-Party Originator on the other. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. (iib) (Ai) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingArticle II, without limitation, or any statement, writing or notification required breach by the Company of a representation or warranty set forth in Section 2)2.02(a) or in a writing furnished pursuant to Section 2.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this the Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this the Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyCompany (and if the Company is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably acceptable to the Master Servicer for such Securitization Transaction); provided that to the extent that any provision of this the Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicer, such provision shall be given effect. (ii) Any failure by the Company, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 2.04 or 2.05, including (except as provided below) any failure by the Company to identify pursuant to Section 2.06(b) 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 Company under the Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under the Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Company; provided that to the extent that any provision of the Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicer, such provision shall be given effect. Neither the Purchaser nor any Depositor shall be entitled to terminate the rights and obligations of the Company pursuant to this subparagraph (b)(ii) if a failure of the Company 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; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 12 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 12 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company "Seller Information”"), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB12; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 12.03(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 12.03(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing datethe Closing Date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 12.03(b) to the extent made as of a date subsequent to such closing datethe Closing Date. In the case of any failure of performance described in clause (i)(Bii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator. (ii) (Ab) Any failure by the Company, any Subservicer, any Subcontractor Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 12, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)Subsection 12.03(a) or in a writing furnished pursuant to Subsection 12.03(b) and made as of a date prior to the closing date of the related Securitization Transaction, shall, except as provided in clause (B) of this paragraph, if to the extent that such breach is not cured within three (3by the Closing Date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 12.03(b) Business Days to the extent made as of a date subsequent to the Company’s receipt of notice of such failure (or Closing Date, shall immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and the operative agreement pursuant to any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effectReconstitution.

Indemnification; Remedies. (ia) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); each Static Pool Party and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1a) 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 Amendment Reg AB Section 31 by or on behalf of the CompanyServicer, or provided under this Amendment Reg AB Section 31 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company Servicer Information”), or (2) the omission or alleged omission to state in the Company Servicer Information a material fact required to be stated in the Company Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); each Static Pool Party and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 31 by or on behalf of the CompanyServicer, or provided under this Amendment Reg AB Section 31 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company "Servicer Information”"), or (2B) the omission or alleged omission to state in the Company Servicer Information a material fact required to be stated in the Company Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Information or any portion thereof is presented together with or separately from such other information; (Bi) any failure by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABSection 31, including any failure by the Company Servicer to identify pursuant to Section 2(f)(ii31.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company Servicer of a representation or warranty set forth in Section 2(b)(i31.02(a) or in a writing furnished pursuant to Section 2(b)(ii31.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Servicer of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii31.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Servicer shall promptly reimburse the PurchaserOwner, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party OriginatorSubcontractor. (ii) (Ai) Any failure by the CompanyServicer, any Subservicer, Subservicer or any Subcontractor or any Third-Party Originator to deliver any information, report, certification, Static Pool Party static pool information, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 31, without limitation, or any statement, writing or notification required breach by the Servicer of a representation or warranty set forth in Section 2)31.02(a) or in a writing furnished pursuant to Section 31.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 31.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyServicer; 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 Company Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 31.04 or 31.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 31.06(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Owner nor any Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. The Servicer shall promptly reimburse the Owner (or any designee of the Owner, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Owner (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Owner or any Depositor may have under other provisions of this Agreement and/or any applicable 60 Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Each Seller and the Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Article XIII by or on behalf of any Seller or the CompanyServicer, or provided under this Amendment Reg AB Article XIII by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company "Seller Information”"), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by any Seller, the CompanyServicer, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABArticle XIII, including any failure by the Company Servicer to identify pursuant to Section 2(f)(iiSubsection 13.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by any Seller or the Company Servicer of a representation or warranty set forth in Section 2(b)(iSubsection 13.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 13.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by any Seller or the Company Servicer of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 13.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Sellers and the Servicer shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by any Seller, the CompanyServicer, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. (ii) (Ai) Any failure by any Seller, the CompanyServicer, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingArticle XIII, without limitation, or any statement, writing breach by any Seller or notification required by the Servicer of a representation or warranty set forth in Section 2)Subsection 13.02(a) or in a writing furnished pursuant to Subsection 13.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by any Seller or the Servicer of a representation or warranty in a writing furnished pursuant to Subsection 13.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Sellers and the Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer Sellers and the Servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanySellers or the Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Subsection 13.04 or 13.05, including (except as provided below) any failure by the Servicer to identify pursuant to Subsection 13.06(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Purchaser nor any Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. The Sellers and the Servicer shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, the Depositor and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 35 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 35 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company "Seller Information”"), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; and provided further that any settlement of any claim based upon any alleged omission to state in the Seller Information a material fact required to be stated in the Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading shall be subject to the provisions of Section 14.01(b) of this Agreement; (Bii) any failure by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB35; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 35.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 35.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 35.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator. (ii) (Ab) Any failure by the Company, any Subservicer, any Subcontractor Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 35, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)Subsection 35.02(a) or in a writing furnished pursuant to Subsection 35.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, shall, except as provided in clause (B) of this paragraph, if to the extent that such breach is not cured within three (3by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 35.02(b) Business Days to the extent made as of the Company’s receipt of notice of a date subsequent to such failure (or closing date, shall immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Interim Servicer as servicer under this the Interim Servicing Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyInterim Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company Interim Servicer as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Each Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB Section 33 by or on behalf of any SubservicerSeller, Participating Entity or, if applicable, or provided under this Section 33 by or on behalf of any Third-Party Originator (collectively, the “Company "Seller Information”"), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB33; or (Ciii) any breach by the Company any Seller of a representation or warranty set forth in Section 2(b)(iSubsection 33.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 33.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company any Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 33.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Sellers shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator. (iib) [Reserved]. (c) The Purchaser shall indemnify the Sellers, each affiliate of the Sellers 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 failure any untrue statement of a material fact contained or alleged to be contained in the Loan Performance Information or (B) the omission or alleged omission to state in the Loan Performance Information a material fact required to be stated in the Loan Performance Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by the Companyway of clarification, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in that clause (B) of this paragraph, if paragraph shall be construed solely by reference to the Loan Performance Information and not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or to any Depositor other information communicated in connection with a Securitization Transactionsale or purchase of securities, without regard to whether the Loan Performance Information or any portion thereof is presented together with or separately from such other information; or (ii) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle failure by the Purchaser or Depositor, by the related servicer to deliver any Loan Performance Information as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer required under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.Subsection 34.03(e). 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Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositorforegoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 7 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 7 by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company "Seller Information”"), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABSection 7, including any failure by the Company Seller to identify pursuant to Section 2(f)(iiSubsection 7.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 7.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 7.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 7.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. (iib) (Ai) Any failure by the CompanySeller, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 7, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)Subsection 7.02(a) or in a writing furnished pursuant to Subsection 7.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 7.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicablePurchaser, in its sole discretion to terminate the rights and obligations of the Company Seller as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanySeller; 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 Company Seller as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, the Depositor and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 35 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 35 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company Seller Information”), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; and provided further that any settlement of any claim based upon any alleged omission to state in the Seller Information a material fact required to be stated in the Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading shall be subject to the provisions of Section 14.01(b) of this Agreement; (Bii) any failure by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB35; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 35.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 35.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 35.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator. (ii) (Ab) Any failure by the Company, any Subservicer, any Subcontractor Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (includingSection 35, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)Subsection 35.02(a) or in a writing furnished pursuant to Subsection 35.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, shall, except as provided in clause (B) of this paragraph, if to the extent that such breach is not cured within three (3by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 35.02(b) Business Days to the extent made as of the Company’s receipt of notice of a date subsequent to such failure (or closing date, shall immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Interim Servicer as servicer under this the Interim Servicing Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyInterim Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company Interim Servicer as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company shall indemnify With respect to any Securitization Transaction for which Servicer Information is included in a related Disclosure Document, the PurchaserServicer, each affiliate of on the Purchaserone hand, and each of the following parties participating in a Securitization Transaction: each sponsor Owner, the Depositor and issuing entity; each Person responsible for the 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, on the other hand, shall execute and deliver an Indemnification Agreement in substantially the form attached as EXHIBIT G hereto, pursuant to which each such party shall indemnify the other party or parties and their respective affiliates and each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act Act) and Section 20 of the Exchange Act); and the their respective present and former directors, officers, officers and employees for the matters set forth in such Indemnification Agreement. (b) The Servicer shall indemnify and agents of hold harmless each of the foregoing and Owner, the Master Servicer, each Person, if any, who "controls" the Owner or the Master Servicer within the meaning of the DepositorSecurities Act of 1933, as amended, and shall hold each of them harmless from their respective officers, directors and employees (collectively, the "Indemnitees") against any and all losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, judgments and any other costs, fees and expenses that any of them such Indemnitee may sustain in direct connection with, or arising out of, third party claims based on, (i) the failure of the Servicer to deliver or based upon: (A) (1) any untrue statement of a material fact contained or alleged cause to be contained in delivered when required any information, report, certification, accountants’ letter or other material provided in written or electronic form under this Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company Information”), or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including pursuant to Section 8.6 or Section 8.7 or any failure by the Company Servicer to identify pursuant to Section 2(f)(ii8.8(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or , (ii) any material misstatement or omission in any Sarbanes Certification made in reliance on any material misstatement or omission contained in any officer's certificate provided pursuant to Section 8.6 or Section 8.7(a)(iv), (iii) any material misstatement or omission contained in the assessment of compliance delivered in accordance with Section 8.7(a)(i) or (iv) any material misstatement or omission contained in any information provided by the Servicer, any Subservicer or any Subcontractor pursuant to Section 8.4(b) or Section 8.5(b) or (d). If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clauses (i), (ii) or (iii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other. For purposes of this Section 8.9(b), "third party claims" shall include claims brought against an Indemnitee by any agent or affiliate of such Indemnitee where such claims arise out of, or are based on, (A) the failure of the Servicer to deliver or cause to be delivered when required any information, report, certification, accountants' letter or other material when and as required pursuant to Section 8.6 or Section 8.7 or any failure by the Servicer to identify pursuant to Section 8.8(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, (B) any material misstatement or omission in any Sarbanes Certification made in reliance on any material misstatement or omission contained in any officer's certificate provided pursuant to Section 8.6 or Section 8.7(a)(iv), (C) any breach material misstatement or omission contained in the assessment of compliance delivered in accordance with Section 8.7(a)(i) or (D) any material misstatement or omission contained in any information provided by the Company of a representation Servicer, any Subservicer or warranty set forth in Section 2(b)(i) or in a writing furnished any Subcontractor pursuant to Section 2(b)(ii8.4(b) and made as of a date prior or Section 8.5(b) or (d). If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the closing date of the related Securitization Transaction, to the extent that such breach is not cured amount paid or payable by such closing dateIndemnified Party as a result of any claims, losses, damages or any breach liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the Company relative fault of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to such Indemnified Party on the extent made as of a date subsequent to such closing dateone hand and the Servicer on the other. In the case of any failure of performance described in clause (i)(Bi) of this SectionSection 8.9(b), the Company Servicer shall promptly reimburse the PurchaserOwner, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanyServicer, any Subservicer, Subservicer or Subcontractor. This indemnification shall survive the termination of this Agreement or the termination of any Participating Entity or any Third-Party Originatorparty to this Agreement. (ii) (Ai) Any failure by the CompanyServicer, any Subservicer, any Subservicer or Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingArticle, without limitation, or any statement, writing or notification required breach by the Servicer of a representation or warranty set forth in Section 2)8.4(a) or in a writing furnished pursuant to Section 8.4(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such failure or breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 8.4(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraphSection 8.9(c), if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyServicer (and, if the Company is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably acceptable to any Master Servicer for such Securitization Transaction); provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 8.6 or 8.7, including (except as provided below) any failure by the Servicer to identify pursuant to Section 8.8(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for five calendar days after the date on which such information, report, certification or accountants' letter was required shall constitute an Event of Default with respect to the Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner or Depositor, as applicable, in its sole discretion, upon notice to the Servicer as provided in Section 6.1, to terminate the rights and obligations of the Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Notwithstanding the foregoing, in the event that the Servicer (or any applicable Subservicer or Subcontractor) delivers any missing information, report, certification or accountants' letter, following the expiration of the five calendar day cure period provided in the preceding sentence, and the Master Servicer or Depositor, as the case may be, despite such late delivery, files the related annual report on Form 10-K on time without having to file a Form 12b-25 related to a notification of an inability to make a timely Exchange Act report filing and the Servicer indemnifies and promptly reimburses the Master Servicer and Depositor pursuant to Section 8.9(b) for all costs and expenses incurred as a result of such delay, any notice given by the Master Servicer declaring an Event of Default shall be automatically revoked and the delay in providing the missing information, report, certification or accountants' letter shall cease to constitute an Event of Default. Neither the Owner nor any Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (c)(ii) if a failure of the Servicer to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Owner (or any designee of the Owner, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Owner (or such designee) or such Depositor as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Owner or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Counterparty shall indemnify CHL and the Purchaserrelated Depositor, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization TransactionSPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization TransactionAct; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor(each, a "Countrywide Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter ' consent or other material provided in written or electronic form under this Amendment Reg AB Section 2 by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Counterparty (collectively, the “"Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company Counterparty of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii3(a) and made as of a date prior to the closing date of the related Securitization TransactionClosing Date, to the extent that such breach is not cured by such closing datethe Closing Date, or any breach by the Company Counterparty of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii3 to the extent made as of a date subsequent to the Closing Date. (b) CHL shall indemnify the Counterparty, each of its officers and directors and each person who controls the Counterparty (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (each, a "Counterparty Indemnified Party"; and each of the Countrywide Indemnified Party and the Counterparty Indemnified Party shall be referred to as the "Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon any untrue statement or alleged untrue statement of any material fact contained in the Prospectus Supplement or any free writing prospectus with respect to the related Securities or the omission or alleged omission to state a material fact necessary in order to make the statements therein not misleading; provided, however, that the indemnity set forth in this Section 4(b) shall not apply insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Company Information or the omission or alleged omission to state in the Company Information a material fact necessary in order to make the statements therein not misleading and/or (ii) a breach of the representations set forth in Sections 3(a) above. (c) Promptly after the Indemnified Party receives notice of the commencement of any such action, the Indemnified Party will, if a claim in respect thereof is to be made pursuant to this Agreement, promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the Indemnified Party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Notwithstanding the indemnifying party's election to appoint counsel to represent the Indemnified Party in an action, the Indemnified Party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Party and the indemnifying party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the Indemnified Party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding. In addition, for so long as the indemnifying party is covering all costs and expenses of the Indemnified Party as provided herein, no Indemnified Party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld. (d) Nothing in this agreement shall be construed to allow the Indemnified Party to recover punitive damages or consequential damages from the indemnifying party. (i) Any failure by the Counterparty to deliver any information, report, accountants' consent or other material when and in any case only as required under Section 2 or any breach by the Counterparty of a representation or warranty set forth in Section 3 and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date (or in the case of information needed for purposes of printing the Prospectus Supplement, the date of printing of the Prospectus Supplement), shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Additional Termination Event (as defined in the Master Agreement) with the Counterparty as the sole Affected Party (as defined in the Master Agreement) under the Derivative Agreement. Following such termination, a termination payment (if any) shall be payable by the applicable party as determined by the application of Section 6(e)(ii) of the Master Agreement, with Market Quotation and Second Method being the applicable method for determining the termination payment (notwithstanding anything in the Derivative Agreement to the contrary). (ii) If the Counterparty has failed to deliver any information, report, or accountants' consent when and as required under Section 2, which continues unremedied for the lesser of ten calendar days after the date on which such information, report, or accountants' consent was required to be delivered or such period in which the applicable Exchange Act Report for which such information is required can be timely filed (without taking into account any extensions permitted to be filed), or if the Counterparty has provided Company Information any breach by the Counterparty of a representation or warranty pursuant to Section 3 to the extent made as of a date subsequent to such closing date. In , and the case of Counterparty has not, at its own cost, within the period in which the applicable Exchange Act Report for which such information is required can be timely filed caused another entity (which meets any failure of performance described applicable ratings threshold in clause the Derivative Agreement) to replace the Counterparty as party to the Derivative Agreement that (i)(Bi) has signed an agreement with CHL and the Depositors substantially in the form of this SectionAgreement, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator has agreed to deliver any information, report, certification, certification or accountants’ letter or other material ' consent when and as required under this Amendment Regulation AB Section 2 hereof and (including, without limitation, iii) is approved by the Depositor (which approval shall not be unreasonably withheld) and any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraphrating agency, if not cured within three applicable, on terms substantially similar to the Derivative Agreement, then an Additional Termination Event (3as defined in the Master Agreement) Business Days of shall have occurred with the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in Counterparty as the sole Affected Party. In the event that such failure an Early Termination Date is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor designated in connection with such Additional Termination Event, a Securitization Transactiontermination payment (if any) constitute an Event shall be payable by the applicable party as of Default with respect to the Company under this Agreement and any applicable Reconstitution Early Termination Date as determined by the application of Section 6(e)(ii) of the Master Agreement, with Market Quotation and shall entitle Second Method being the Purchaser or Depositor, as applicable, in its sole discretion to terminate applicable method for determining the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without termination payment (notwithstanding anything in this Agreement or any applicable Reconstitution the Derivative Agreement to the contrary). (iii) In the event that the Counterparty or the SPV has found a replacement entity in accordance with Section 4(e)(ii) , the Counterparty shall promptly reimburse the SPV for all reasonable incidental expenses incurred by the SPV, as such are incurred, in connection with the termination of any compensation to the Company; provided that to Counterparty as counterparty and the extent that any provision entry into a new Derivative Agreement. The provisions of this paragraph shall not limit whatever rights the SPV may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicerotherwise, whether in equity or at law, such provision shall be given effectas an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 34 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 34 by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company "Seller Information”"), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABSection 34, including any failure by the Company Seller to identify pursuant to Section 2(f)(iiSubsection 34.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 34.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 34.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 34.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. (iib) (Ai) Any failure by the CompanySeller, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 34, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)Subsection 34.02(a) or in a writing furnished pursuant to Subsection 34.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 34.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Seller as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanySeller; 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 Company Seller as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); each Static Pool Party and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 31 by or on behalf of the CompanyServicer, or provided under this Amendment Reg AB Section 31 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company "Servicer Information”"), or (2B) the omission or alleged omission to state in the Company Servicer Information a material fact required to be stated in the Company Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABSection 31, including any failure by the Company Servicer to identify pursuant to Section 2(f)(ii31.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Servicer of a representation or warranty set forth in Section 2(b)(i31.02(a) or in a writing furnished pursuant to Section 2(b)(ii31.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Servicer of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii31.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Servicer shall promptly reimburse the PurchaserOwner, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party OriginatorSubcontractor. (ii) (Ai) Any failure by the CompanyServicer, any Subservicer, Subservicer or any Subcontractor or any Third-Party Originator to deliver any information, report, certification, Static Pool Party static pool information, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 31, without limitation, or any statement, writing or notification required breach by the Servicer of a representation or warranty set forth in Section 2)31.02(a) or in a writing furnished pursuant to Section 31.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 31.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyServicer; 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 Company Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 31.04 or 31.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 31.06(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Owner nor any Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. The Servicer shall promptly reimburse the Owner (or any designee of the Owner, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Owner (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Owner or any Depositor may have under other provisions of this Agreement and/or any applicable 60 Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Counterparty shall indemnify IndyMac Bank and the Purchaserrelated Depositor, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization TransactionSPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d15d-14 (d) under the Exchange Act with respect to such Securitization TransactionAct; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositorforegoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter ' consent or other material provided in written or electronic form under this Amendment Reg AB Section 2 by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Counterparty (collectively, the “"Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company Counterparty of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii3(a) and made as of a date prior to the closing date of the related Securitization TransactionClosing Date, to the extent that such breach is not cured by such closing datethe Closing Date, or any breach by the Company Counterparty of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) 3 to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party OriginatorClosing Date. (ii) (Ai) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator Counterparty to deliver any information, report, certification, accountants’ letter ' consent or other material when and as required under this Amendment Regulation AB (including, without limitation, Section 2 or any statement, writing or notification required breach by the Counterparty of a representation or warranty set forth in Section 2)3 and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date (or in the case of information needed for purposes of printing the Prospectus Supplement, the date of printing of the Prospectus Supplement) shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, constitute an Additional Termination Event (as defined in the event that Master Agreement) with the Counterparty as the sole Affected Party (as defined in the Master Agreement) under the Derivative Agreement. Following such failure is termination, a termination payment (if any) shall be payable by the applicable party as determined by the application of a nature that is incapable Section 6(e)(ii) of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Master Agreement, with Market Quotation and shall entitle Second Method being the Purchaser or Depositor, as applicable, in its sole discretion to terminate applicable method for determining the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without termination payment (notwithstanding anything in this Agreement or any applicable Reconstitution the Derivative Agreement to the contrary). (ii) If either (A) the Counterparty has failed to deliver any information, report, certification or accountants' consent when and as required under Section 2, which continues unremedied for the lesser of ten calendar days after the date on which such information, report, certification or accountants' consent was required to be delivered or such period in which the applicable Exchange Act Report for which such information is required can be timely filed (without taking into account any compensation extensions permitted to be filed), or (B) the Company; Counterparty has provided that Company Information, and there occurs any breach by the Counterparty of a representation or warranty pursuant to Section 3 to the extent made as of date subsequent to the Closing Date, and in either case the Counterparty has not, at its own cost, within the period in which the applicable Exchange Act Report for which such information is required can be timely filed caused another entity (which meets any ratings related requirements of the applicable rating agencies at such time) to replace the Counterparty as party to the Derivative Agreement that any provision (1) has signed an agreement with IndyMac Bank and the related Depositor substantially in the form of this Agreement and/or Agreement, (2) has agreed to deliver any applicable Reconstitution Agreement expressly provides for the survival of certain rights information, report, certification or obligations following termination of the Company accountants' consent when and as servicer, such provision shall be given effect.required under Section 2 hereof and

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 34 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 34 by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company "Seller Information”"), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABSection 34, including any failure by the Company Seller to identify pursuant to Section 2(f)(iiSubsection 34.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 34.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 34.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 34.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. (iib) (Ai) Any failure by the CompanySeller, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 34, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)Subsection 34.02(a) or in a writing furnished pursuant to Subsection 34.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 34.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Seller as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanySeller; 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 Company Seller as servicer, such provision shall be given effect. (ii) Any failure by the Seller, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Subsection 34.04 or 34.05, including (except as provided below) any failure by the Seller to identify pursuant to Subsection 34.06(b) 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 Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Seller as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Seller; 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 Seller as servicer, such provision shall be given effect. Neither the Purchaser nor any Depositor shall be entitled to terminate the rights and obligations of the Seller pursuant to this subparagraph (b)(ii) if a failure of the Seller to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Seller shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Seller as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief. [Signature Page Follows]

Indemnification; Remedies. (ia) The Company Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, Owner and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entitySponsor; each Person (including, but not limited to, any Master Servicer if applicable) 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees directors and agents officers of each of the foregoing and of the DepositorDepositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, 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: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ letter or other material provided in written or electronic form under this Amendment Reg AB Article XI by or on behalf of the CompanyServicer, or provided under this Amendment Reg AB Article XI by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company Servicer Information”), or (2B) the omission or alleged omission to state in the Company Servicer Information a material fact required to be stated in the Company Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Information or any portion thereof is presented together with or separately from such other information; (Bii) any breach by the Servicer of its obligations under this Article XII, including particularly any failure by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg ABArticle XI, including any failure by the Company Servicer to identify pursuant to Section 2(f)(ii11.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or; (Ciii) any breach by the Company Servicer of a representation or warranty set forth in Section 2(b)(i11.02(a) or in a writing furnished pursuant to Section 2(b)(ii11.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Servicer of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii11.02(b) to the extent made as of a date subsequent to such closing date; or (iv) the negligence, bad faith or willful misconduct of the Servicer in connection with its performance under this Article XI. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. In the case of any failure of performance described in clause (i)(Ba)(ii) of this SectionSection 11.07, the Company Servicer shall promptly reimburse the PurchaserOwner, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party OriginatorSubcontractor. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. (ii) (Ai) Any failure by the CompanyServicer, any Subservicer, Subservicer or any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (includingArticle XI, without limitation, or any statement, writing or notification required breach by the Servicer of a representation or warranty set forth in Section 2)11.02(a) or in a writing furnished pursuant to Section 11.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 11.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Servicer under this the Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser Owner, any Master Servicer or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Servicer as servicer under this the Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyServicer and if the Servicer is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably acceptable to any Master Servicer of such Securitization Transaction; provided that to the extent that any provision of this the Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 11.04 or 11.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 11.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten (10) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under the Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner, any Master Servicer or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under the Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of the Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. None of the Owner, any Master Servicer or any Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. Notwithstanding the provisions set forth in this Agreement, the Servicer shall not be obligated to provide any indemnification or reimbursement hereunder to any of the parties described in Section 11.07(a) or any other party for 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 where are indirect, consequential, punitive or special in nature. (iii) The Servicer shall promptly reimburse the Owner (or any designee of the Owner, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Owner (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, the Depositor and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ ' letter or other material provided under this Section 34 by or on behalf of the Seller, or provided in written or electronic form under this Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB Section 34 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company "Seller Information”"), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB34; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 34.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 34.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 34.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator. (ii) (Ab) Any failure by the Company, any Subservicer, any Subcontractor Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 34, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)Subsection 34.02(a) or in a writing furnished pursuant to Subsection 34.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, shall, except as provided in clause (B) of this paragraph, if to the extent that such breach is not cured within three (3by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 34.02(b) Business Days to the extent made as of the Company’s receipt of notice of a date subsequent to such failure (or closing date, shall immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Interim Servicer as servicer under this the Interim Servicing Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyInterim Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company Interim Servicer as servicer, such provision shall be given effect. (c) The Purchaser shall indemnify the Seller, each affiliate of the Seller 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 the Loan Performance Information or (B) the omission or alleged omission to state in the Loan Performance Information a material fact required to be stated in the Loan Performance Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Loan Performance Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Loan Performance Information or any portion thereof is presented together with or separately from such other information; or (ii) any failure by the Purchaser or by the related servicer to deliver any Loan Performance Information as required under Subsection 34.03(e).

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A1) (1A) 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 Amendment Reg AB Section 32 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 32 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company "Seller Information”"), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (B2) any failure by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB32; or (C3) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 32.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 32.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 32.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(2) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator. (ii) (Ab) Any failure by the Company, any Subservicer, any Subcontractor Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 32, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)Subsection 32.02(a) or in a writing furnished pursuant to Subsection 32.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, shall, except as provided in clause (B) of this paragraph, if to the extent that such breach is not cured within three (3by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 32.02(b) Business Days to the extent made as of the Company’s receipt of notice of a date subsequent to such failure (or closing date, shall immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Interim Servicer as servicer under this the Interim Servicing Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyInterim Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company Interim Servicer as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, any Master Servicer and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees employees, agents and agents affiliates of each of the foregoing and of the DepositorDepositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, 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 solely out of or based solely upon: (A) (1) any untrue statement of a material fact contained (regardless of whether an admission has been made or alleged a final judgment has been entered by a finder of fact as to be such untrue statement) contained in any information, report, certification, data, accountants’ letter or other material provided in written or electronic form under this Amendment Reg AB Section 13 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 13 by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company Seller Information”), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (regardless of whether an admission has been made or a final judgment has been entered by a finder of fact as to such omission); provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any breach by the Seller of its obligations under this Section 13 or any failure by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg ABSection 13, including any failure by the Company Seller to identify pursuant to Section 2(f)(iiSubsection 13.06(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 13.02(i) or in a writing furnished pursuant to Section 2(b)(iiSubsection 13.02(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 13.02(ii) to the extent made as of a date subsequent to such closing date; or (iv) the negligence, bad faith or willful misconduct of the Seller in connection with its performance under this Section 13. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Seller on the other. In the case of any failure of performance described in clause (i)(Ba)(ii) of this SectionSubsection, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. (iib) (Ai) Any failure by the CompanySeller, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (includingSection 13, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)Subsection 13.02(i) or in a writing furnished pursuant to Subsection 13.02(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 13.02(ii) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser Purchaser, Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Seller as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanySeller; 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 Company Seller as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, the Depositor and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); each Static Pool Party and the respective present and former directors, members, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided under this Article XII by or on behalf of the Servicer, or provided in written or electronic form under this Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB Article XII by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company Servicer Information”), or (2B) the omission or alleged omission to state in the Company Servicer Information a material fact required to be stated in the Company Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg ABArticle XII, including any failure by the Company Servicer to identify pursuant to Section 2(f)(ii12.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Servicer of a representation or warranty set forth in Section 2(b)(i12.02(a) or in a writing furnished pursuant to Section 2(b)(ii12.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Servicer of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii12.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Servicer shall promptly reimburse the PurchaserOwner, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party OriginatorSubcontractor. (iib) (Ai) Any failure by the CompanyServicer, any Subservicer, Subservicer or any Subcontractor or any Third-Party Originator to deliver any information, report, certification, Static Pool Party static pool information, accountants’ letter or other material when and as required under this Amendment Regulation AB (includingArticle XII, without limitation, or any statement, writing or notification required breach by the Servicer of a representation or warranty set forth in Section 2)12.02(a) or in a writing furnished pursuant to Section 12.02(g) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 12.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyServicer; 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 Company Servicer as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Counterparty shall indemnify CHL and the Purchaserapplicable Depositor for the applicable Transaction, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person person responsible for the 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 such Securitization the applicable Transaction; each broker dealer acting as underwriter, placement agent or initial purchaserunderwriter with respect to the applicable Transaction, each Person person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)) with respect to the applicable Transaction; and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor(each, a "Countrywide Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter ' consent or other material provided in written or electronic form under this Amendment Reg AB Section 2 by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Counterparty with respect to the applicable Transaction (collectively, with respect to the “applicable Transaction the "Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator Counterparty to deliver any information, report, certification, accountants’ letter ' consent or other material or to assign the Derivative Agreement when and as required under this Amendment Reg AB, including any failure by Section 2 for the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation ABapplicable Transaction; or (Ciii) any breach by the Company Counterparty of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii3(a) and made as of a date prior to the closing date of Closing Date for the related Securitization applicable Transaction, to the extent that such breach is not cured by such closing dateClosing Date, or any breach by the Company Counterparty of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) 3 to the extent made as of a date subsequent to such closing datethe Closing Date, that is not cured in accordance with Section 3(c). In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Counterparty shall promptly reimburse the Purchaser, any Depositor, as applicable, applicable Depositor 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 Transactionthe related SPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization TransactionSPV, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter ' consent or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party OriginatorCounterparty. (b) CHL and the applicable Depositor shall indemnify the Counterparty, each person who controls the Counterparty (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the respective present and former directors, officers, employees and agents of each of the foregoing (each, a "Counterparty Indemnified Party"; and each of the Countrywide Indemnified Party and the Counterparty Indemnified Party shall be referred to as the "Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon any untrue statement or alleged untrue statement of any material fact contained in the Prospectus Supplement or any free writing prospectus or any other offering materials with respect to the related Securities or the omission or alleged omission to state a material fact necessary in order to make the statements therein not misleading; provided, however, that the indemnity set forth in this Section 4(b) shall not apply insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Company Information or the omission or alleged omission to state in the Company Information a material fact necessary in order to make the statements therein not misleading and/or (ii) a breach of the representations set forth in Sections 3(a) above; provided further, that the foregoing proviso shall not apply to errors in the copying, filing or use of, or incorporation by reference of any Company Financial Information into (unless such error resulted from a breach of the representations set forth in 3(a)), any registration statement, prospectus or other offering materials, or Exchange Act Filing, relating to the Securities or the Transaction. (c) Promptly after the Indemnified Party receives notice of the commencement of any such action, the Indemnified Party will, if a claim in respect thereof is to be made pursuant to this Agreement, promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the Indemnified Party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Notwithstanding the indemnifying party's election to appoint counsel to represent the Indemnified Party in an action, the Indemnified Party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Party and the indemnifying party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the Indemnified Party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding and does not include any admission of wrongdoing by any Indemnified Party. In addition, for so long as the indemnifying party is covering all costs and expenses of the Indemnified Party as provided herein, no Indemnified Party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the indemnifying party. (d) Nothing in this agreement shall be construed to allow the Indemnified Party to recover punitive damages or consequential damages from the indemnifying party. (i) With respect to any Transaction, if the Counterparty has failed to deliver, or elects not to deliver, any information, report, or accountants' consent when and as required under Section 2, or if there is a material breach by the Counterparty of a representation or warranty pursuant to Section 3 which (A) Any failure is not cured by the CompanyClosing Date for such Transaction (or in the case of information needed for purposes of printing the Prospectus Supplement, the date of printing the Prospectus Supplement), in the case of Company Financial Information required pursuant to Section 2(a)(ii) or a representation or warranty pursuant to Section 3 and made as of a date prior to the relevant Closing Date or (B) is not cured in the lesser of (x) ten calendar days after the date on which such information, report, or accountants' consent was required to be delivered or after such material breach or (y) such period in which the applicable Exchange Act Report for which such information is required can be timely filed (without taking into account any Subservicerextensions permitted to be filed), in the case of Company Financial Information required pursuant to Section 2(b) or a representation or warranty pursuant to Section 3 and made as of a date subsequent to the relevant Closing Date and the Counterparty has not, at its own cost, within the period described in clause (A) or (B) above, caused another entity (which meets any Subcontractor or any Third-Party Originator applicable ratings threshold in the Derivative Agreement) to replace the Counterparty as party to the Derivative Agreement that (i) has signed an agreement with CHL and the applicable Depositor substantially in the form of this Agreement (except that the financial information requirements may relate solely to such successor entity) and (ii) has agreed to deliver any information, report, certification, certification or accountants’ letter or other material ' consent when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2, on terms substantially similar to the Derivative Agreement, then an Additional Termination Event (as defined in the Master Agreement) shall immediately and automatically have occurred under the applicable Derivative Agreement with respect to such Transaction, with the Counterparty as the sole Affected Party (as defined in the Master Agreement). In the event of a termination resulting from such Additional Termination Event, shall, except a termination payment (if any) shall be payable by the applicable party as provided in clause (Bof the Early Termination Date as determined by the application of Section 6(e)(ii) of this paragraph, if not cured within three the Master Agreement. (3ii) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in In the event that the Counterparty or the SPV has found a replacement entity in accordance with Section 4(e)(i), the Counterparty shall promptly reimburse the SPV for all reasonable incidental expenses incurred by the SPV, as such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor are incurred, in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations termination of the Company Counterparty as servicer counterparty and the entry into a new Derivative Agreement. The provisions of this paragraph shall not limit whatever rights the SPV may have under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in other provisions of this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 otherwise, whether in equity or obligations following termination of the Company as servicerat law, such provision shall be given effectas an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Each of the Counterparty and any Counterparty Guarantor shall indemnify IndyMac Bank and the Purchaserrelated Depositor, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization TransactionSPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d15d-14 (d) under the Exchange Act with respect to such Securitization TransactionAct; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositorforegoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter ' consent or other material provided in written or electronic form under this Amendment Reg AB Section 2 by or on behalf of the Company, Counterparty or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Counterparty Guarantor (collectively, the “"Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the Company, any Subservicer, any Participating Entity Counterparty or any Third-Party Originator Counterparty Guarantor to deliver any information, report, certification, accountants’ letter ' consent or other material or to assign the Derivative Agreement when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB2; or (Ciii) any breach by the Company Counterparty or any Counterparty Guarantor of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii3(a) and made as of a date prior to the closing date of the related Securitization TransactionClosing Date, to the extent that such breach is not cured by such closing datethe Closing Date, or any breach by the Company Counterparty or any Counterparty Guarantor of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) 3 to the extent made as of a date subsequent to such closing datethe Closing Date. In the case of any failure or such Counterparty Guarantor of performance described in clause (i)(Ba)(ii) of this Section, the Company Counterparty shall promptly reimburse the Purchaser, any Depositor, as applicable, related Depositor 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 TransactionSPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transactionthe SPV, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter ' consent or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party OriginatorCounterparty. (ii) (Ai) Any failure by the Company, any Subservicer, any Subcontractor Counterparty or any Third-Party Originator Counterparty Guarantor to deliver any information, report, certification, accountants’ letter ' consent or other material when and in any case only as required under this Amendment Regulation AB (including, without limitation, Section 2 or any statement, writing breach by the Counterparty or notification required by any Counterparty Guarantor of a representation or warranty set forth in Section 23 and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date (or in the case of information needed for purposes of printing the Prospectus Supplement, the date of printing of the Prospectus Supplement), shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, constitute an Additional Termination Event (as defined in the event that Master Agreement) with the Counterparty as the sole Affected Party (as defined in the Master Agreement) under the Derivative Agreement. Following such failure is termination, a termination payment (if any) shall be payable by the applicable party as determined by the application of a nature that is incapable Section 6(e)(ii) of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Master Agreement, with Market Quotation and shall entitle Second Method being the Purchaser or Depositor, as applicable, in its sole discretion to terminate applicable method for determining the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without termination payment (notwithstanding anything in this Agreement or any applicable Reconstitution the Derivative Agreement to the contrary). (ii) If the Counterparty or any Counterparty Guarantor has failed to deliver any information, report, or accountants' consent when and as required under Section 2, which continues unremedied for the lesser of ten calendar days after the date on which such information, report, or accountants' consent was required to be delivered or such period in which the applicable Exchange Act Report for which such information is required can be timely filed (without taking into account any compensation extensions permitted to be filed), or if the Company; Counterparty has provided that Company Information any breach by the Counterparty or any Counterparty Guarantor of a representation or warranty pursuant to Section 3 to the extent made as of a date subsequent to such closing date, and the Counterparty has not, at its own cost, within the period in which the applicable Exchange Act Report for which such information is required can be timely filed caused another entity (which meets any applicable ratings threshold in the Derivative Agreement) to replace the Counterparty as party to the Derivative Agreement that (i) has signed an agreement with IndyMac Bank and the Depositors substantially in the form of this Agreement, (ii) has agreed to deliver any provision information, report, certification or accountants' consent when and as required under Section 2 hereof and (iii) is approved by the Depositor (which approval shall not be unreasonably withheld) and any rating agency, if applicable, on terms substantially similar to the Derivative Agreement, then an Additional Termination Event (as defined in the Master Agreement) shall have occurred with the Counterparty as the sole Affected Party. In the event that an Early Termination Date is designated in connection with such Additional Termination Event, a termination payment (if any) shall be payable by the applicable party as of the Early Termination Date as determined by the application of Section 6(e)(ii) of the Master Agreement, with Market Quotation and Second Method being the applicable method for determining the termination payment (notwithstanding anything in the Derivative Agreement to the contrary). (iii) In the event that the Counterparty or the SPV has found a replacement entity in accordance with Section 4(b)(ii), the Counterparty shall promptly reimburse the SPV for all reasonable incidental expenses incurred by the SPV, as such are incurred, in connection with the termination of the Counterparty as counterparty and the entry into a new Derivative Agreement. The provisions of this paragraph shall not limit whatever rights the SPV may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicerotherwise, whether in equity or at law, such provision shall be given effectas an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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(d13a 14(d) or Rule 15d-14(d15d 14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Article XIII by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Article XIII by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company "Servicer Information”"), or (2B) the omission or alleged omission to state in the Company Servicer Information a material fact required to be stated in the Company Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanySeller, any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABArticle XIII, including any failure by the Company Seller to identify pursuant to Section 2(f)(ii13.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(i13.02(a) or in a writing furnished pursuant to Section 2(b)(ii13.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii13.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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(d13a 14(d) or Rule 15d-14(d15d 14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanyInterim Service, any Subservicer, any Participating Entity Subservicer or any Third-Party OriginatorSubcontractor. (ii) (Ai) Any failure by the CompanySeller, any Subservicer, Subservicer or any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingArticle XIII or under Section 34 of the Purchase Agreement, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)13.02(a) or in a writing furnished pursuant to Section 13.02(b) or any breach by the Seller of a representation or warranty set forth in Section 34.02(a) of the Purchase Agreement or in a writing furnished pursuant to Section 34.02(b) of the Purchase Agreement and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Section 13.02(b) or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Section 34.02(b) of the Purchase Agreement to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Seller as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanySeller; 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 Company Seller as servicer, such provision shall be given effect. (ii) Any failure by the Seller, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 13.04 or 13.05, including (except as provided below) any failure by the Seller to identify pursuant to Section 13.06(b) 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 Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Seller as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Seller; 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 Seller as servicer, such provision shall be given effect. Neither the Purchaser nor any Depositor shall be entitled to terminate the rights and obligations of the Seller pursuant to this subparagraph (b)(ii) if a failure of the Seller to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Seller shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Seller as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the DepositorDepositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 34 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 34 by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company Seller Information”), or (2a) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required required, under this Amendment Reg ABSection 34, including any failure by the Company Seller to identify pursuant to Section 2(f)(iiSubsection 34.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or; (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 34.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 34.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 34.02(b) to the extent made as of a date subsequent to such closing date; or (iv) the negligence, bad faith or willful misconduct of the Seller in connection with its obligation to deliver the certifications and reports required by Section 34.03, Section 34.04 or Section 34.05 hereof. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Seller on the other. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. (iib) (Ai) Any failure by the CompanySeller, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (includingSection 34, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)Subsection 34.02(a) or in a writing furnished pursuant to Subsection 34.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 34.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Seller as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanySeller (and if the Seller is servicing any of the Mortgage Loans in a Securitization Transaction, shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to appoint a successor servicer reasonably acceptable to any Master Servicer for such Securitization Transaction); provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company Seller as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Counterparty shall indemnify CHL and the Purchaserrelated Depositor, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization TransactionSPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d15d-14 (d) under the Exchange Act with respect to such Securitization TransactionAct; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor(each, a "Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter ' consent or other material provided in written or electronic form under this Amendment Reg AB Agreement by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Counterparty (collectively, the “"Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company Counterparty of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii3(a) and made as of a date prior to the closing date of the related Securitization TransactionClosing Date, to the extent that such breach is not cured by such closing datethe Closing Date, or any breach by the Company Counterparty of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) 3 to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party OriginatorClosing Date. (iib) Nothing in this agreement shall be construed to allow the Indemnified Party to recover punitive, consequential, incidental, exemplary or special damages or lost profits from the indemnifying party. (Ai) Any failure Pre-Closing Termination Event or any breach by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by Counterparty of a representation or warranty set forth in Section 23 and made as of a date prior to the Closing Date, to the extent that such Pre-Closing Termination Event or breach is not cured by the Closing Date (or in the case of information needed for purposes of printing the Prospectus Supplement, the date of printing of the Prospectus Supplement), shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, constitute an Additional Termination Event (as defined in the event that Master Agreement) with the Counterparty as the sole Affected Party (as defined in the Master Agreement) under the Derivative Agreement. Following such failure is termination, a termination payment (if any) shall be payable by the applicable party as determined by the application of a nature that is incapable Section 6(e)(ii) of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Master Agreement, with Market Quotation and shall entitle Second Method being the Purchaser or Depositor, as applicable, in its sole discretion to terminate applicable method for determining the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without termination payment (notwithstanding anything in this Agreement or any applicable Reconstitution the Derivative Agreement to the contrary). (ii) If the Counterparty has failed to make a Required Substitution when and as required under Section 2, which continues unremedied for the lesser of ten calendar days after the date on which such information, report, or accountants' consent was required to be delivered or such period in which the applicable Exchange Act Report for which such information is required can be timely filed (without taking into account any extensions permitted to be filed), or if the Counterparty has failed to make a Required Substitution as required under Section 3 within the period in which the applicable Exchange Act Report for which such information is required can be timely filed, then an Additional Termination Event (as defined in the Master Agreement) shall have occurred with the Counterparty as the sole Affected Party. In the event that an Early Termination Date is designated in connection with such Additional Termination Event, a termination payment (if any) shall be payable by the applicable party as of the Early Termination Date as determined by the application of Section 6(e)(ii) of any compensation the Master Agreement, with Market Quotation and Second Method being the applicable method for determining the termination payment (notwithstanding anything in the Derivative Agreement to the Company; provided contrary). (iii) In the event that to the extent that any provision Counterparty or the SPV has found a replacement entity in accordance with a Required Substitution, the Counterparty shall promptly reimburse the SPV for all reasonable incidental expenses incurred by the SPV, as such are incurred, in connection with the termination of the Counterparty as counterparty and the entry into a new Derivative Agreement. The provisions of this paragraph shall not limit whatever rights the SPV may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicerotherwise, whether in equity or at law, such provision shall be given effectas an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Counterparty shall indemnify CHL and the Purchaserrelated Depositor, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization TransactionSPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization TransactionAct; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor(each, a "Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter ' consent or other material provided in written or electronic form under this Amendment Reg AB Agreement by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Counterparty (collectively, the “"Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company Counterparty of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii3(a) and made as of a date prior to the closing date of the related Securitization TransactionClosing Date, to the extent that such breach is not cured by such closing datethe Closing Date, or any breach by the Company Counterparty of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) 3 to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party OriginatorClosing Date. (iib) Nothing in this agreement shall be construed to allow the Indemnified Party to recover punitive, consequential, incidental, exemplary or special damages or lost profits from the indemnifying party. (Ai) Any failure Pre-Closing Termination Event or any breach by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by Counterparty of a representation or warranty set forth in Section 23 and made as of a date prior to the Closing Date, to the extent that such Pre-Closing Termination Event or breach is not cured by the Closing Date (or in the case of information needed for purposes of printing the Prospectus Supplement, the date of printing of the Prospectus Supplement), shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, constitute an Additional Termination Event (as defined in the event that Master Agreement) with the Counterparty as the sole Affected Party (as defined in the Master Agreement) under the Derivative Agreement. Following such failure is termination, a termination payment (if any) shall be payable by the applicable party as determined by the application of a nature that is incapable Section 6(e)(ii) of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Master Agreement, with Market Quotation and shall entitle Second Method being the Purchaser or Depositor, as applicable, in its sole discretion to terminate applicable method for determining the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without termination payment (notwithstanding anything in this Agreement or any applicable Reconstitution the Derivative Agreement to the contrary). (ii) If the Counterparty has failed to make a Required Substitution when and as required under Section 2, which continues unremedied for the lesser of ten calendar days after the date on which such information, report, or accountants' consent was required to be delivered or such period in which the applicable Exchange Act Report for which such information is required can be timely filed (without taking into account any extensions permitted to be filed), or if the Counterparty has failed to make a Required Substitution as required under Section 3 within the period in which the applicable Exchange Act Report for which such information is required can be timely filed, then an Additional Termination Event (as defined in the Master Agreement) shall have occurred with the Counterparty as the sole Affected Party. In the event that an Early Termination Date is designated in connection with such Additional Termination Event, a termination payment (if any) shall be payable by the applicable party as of the Early Termination Date as determined by the application of Section 6(e)(ii) of any compensation the Master Agreement, with Market Quotation and Second Method being the applicable method for determining the termination payment (notwithstanding anything in the Derivative Agreement to the Company; provided contrary). (iii) In the event that to the extent that any provision Counterparty or the SPV has found a replacement entity in accordance with a Required Substitution, the Counterparty shall promptly reimburse the SPV for all reasonable incidental expenses incurred by the SPV, as such are incurred, in connection with the termination of the Counterparty as counterparty and the entry into a new Derivative Agreement. The provisions of this paragraph shall not limit whatever rights the SPV may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicerotherwise, whether in equity or at law, such provision shall be given effectas an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) With respect to any Securitization Transaction for which Servicer Information is included in a related Disclosure Document, the Servicer, on the one hand, and the Owner and the Depositor, on the other hand, shall execute and deliver an Indemnification Agreement in substantially the form attached as Exhibit G hereto. (b) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, the Depositor, each Sponsor, each Issuing Entity and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; , each broker broker-dealer acting as an underwriter, placement agent or initial purchaser, purchaser and each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1i) any untrue statement of a material fact contained failure by the Servicer, any Subservicer or alleged any Subcontractor to be contained in deliver any information, information report, certification, accountants’ letter or other material provided in written or electronic form under this Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company Information”), or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABArticle 8, including any failure by the Company Servicer to identify pursuant to Section 2(f)(ii8.8(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator.; (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver untrue statement of a material fact contained in any information, report, certification, accountants’ letter report or other material when and as required under this Amendment Regulation AB certification delivered in written or electronic form (including, without limitationx) by the Servicer, any statement, writing Subservicer or notification required by a representation or warranty set forth in Section 2any Subcontractor pursuant to Sections 8.5(b), shall8.5(d), except 8.6, 8.7(a)(i), 8.7(a)(iii) or 8.7(a)(iv), or (y) by the Servicer pursuant to Section 8.5(a) for inclusion in a Disclosure Document and identified as provided in clause (B) of this paragraph“Servicer Information” for that purpose, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.or

Indemnification; Remedies. (i) Indemnification by the Company. The Company shall indemnify indemnify, defend and hold harmless the Purchaser, each affiliate of the Purchaser, Administrator and each of the following parties participating in a Securitization Transaction: each sponsor its Affiliates and issuing entity; each Person responsible for the 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the their respective present and former directors, officers, employees employees, successors and agents of each of assigns (collectively, the foregoing and of the Depositor, and shall hold each of them harmless “Administrator Indemnified Parties”) from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and all Losses incurred by the Administrator Indemnified Parties to the extent arising from any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1) any untrue statement of a material fact contained actual or alleged (i) fraud, theft or embezzlement by directors, officers, employees, agents, subcontractors, successors or assigns of the Company during the term of this Agreement, (ii) failure, either intentional or unintentional, of the Company to be contained in comply with any information, report, certification, accountants’ letter covenant or other material provided in written or electronic form agreement under this Amendment Reg AB by Agreement or on behalf (iii) failure of the CompanyCompany to comply with Applicable Laws during the term of this Agreement, other than in the case of (i), (ii) or (iii), any failure on the part of the Company caused by (x) the action or inaction of the Administrator, or provided under this Amendment Reg AB (y) the action or inaction of the Company pursuant to and in accordance with the written direction of the Administrator. Indemnification by or on behalf of any Subservicerthe Administrator. The Administrator shall indemnify, Participating Entity ordefend and hold harmless the Company and its Affiliates and their respective directors, if applicableofficers, Third-Party Originator employees, successors and assigns (collectively, the “Company InformationIndemnified Parties”)) from and against any and all Losses incurred by the Company Indemnified Parties to the extent arising from any actual or alleged (i) fraud, theft or embezzlement by directors, officers, employees, agents, Subcontractors, successors or assigns of the Administrator during the term of this Agreement, (ii) failure, either intentional or unintentional, of the Administrator to comply with any covenant or agreement under this Agreement, including the failure to properly perform the Services in accordance with Section 3.2, (iii) acts of negligence or willful misconduct committed by directors, officers, employees, agents, Subcontractors, successors or assigns of the Administrator during the term of this Agreement, or (2iv) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light failure of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2) Administrator to comply with Applicable Laws during the term of this paragraph shall be construed solely by reference to the Company Information and not to any Agreement, other information communicated than in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of (i), (ii), (iii) or (iv), any failure on the part of performance described in clause the Administrator caused by (i)(Bx) the negligence, bad faith or intentional misconduct of this Section, the Company shall promptly reimburse or (y) the Purchaser, any Depositor, as applicable, action or inaction of the Administrator pursuant to and each Person responsible for the execution or filing of any report required to be filed in accordance 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days written direction of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1) 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 Amendment Reg AB Section 32 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 32 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company "Seller Information”"), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B2) any failure by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB32; or (C3) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 32.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 32.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 32.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator. (iib) (A) Any failure by The Purchaser shall indemnify, or shall otherwise provide for the Companyindemnification of, the Seller and each affiliate of the Seller 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 Subservicerlosses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any Subcontractor other costs, fees and expenses that any of them may sustain arising out of or based upon:any Third-Party Originator to deliver untrue statement of a material fact contained in any information, report, certification, accountants’ ' letter or other material when and as required provided in written or electronic form to the Seller under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required Section 32 by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to subsequent servicer (collectively, the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect"Static Pool Data").

Indemnification; Remedies. (i) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person responsible for the 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1) 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 Amendment Reg AB Addendum by or on behalf of the Company, or provided under this Amendment Reg AB Addendum by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company Information”), or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg ABAddendum, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is will result or has resulted in the Purchaser’s or its affiliated sponsor’s loss of a nature that is incapable of cure and right, for which failure may reasonably be expected have a material and adverse effect on the Purchaser or Depositor cannot obtain a waiver from the Commission, to maintain any Depositor in connection with a registration statement relating to securitization transactions of the same type as the Securitization TransactionTransactions contemplated hereunder) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, the Depositor and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 16 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 16 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company "Seller Information”"), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB16; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(i16.02(a) or in a writing furnished pursuant to Section 2(b)(ii16.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii16.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(iii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator. (ii) (Ab) Any failure by the Company, any Subservicer, any Subcontractor Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 16, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)16.02(a) or in a writing furnished pursuant to Section 16.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, shall, except as provided in clause (B) of this paragraph, if to the extent that such breach is not cured within three (3by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Section 16.02(b) Business Days to the extent made as of the Company’s receipt of notice of a date subsequent to such failure (or closing date, shall immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Seller as servicer under this the Servicing Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanySeller, as servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company Seller as servicer, such provision shall be given effect.. 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Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the DepositorDepositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 33 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 33 by or on behalf of any Subservicer, Participating Entity or, if applicable, a Third-Party Originator (collectively, the “Company Seller Information”), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB33; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 33.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 33.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 33.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this SectionSubsection 33.08, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator. (b) The Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and 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 any information, report, certification, data, accountants’ letter or other material provided under this Section 33 by or on behalf of the Servicer, or provided under this Section 33 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (2) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section 33, including any failure by the Servicer to identify pursuant to Subsection 33.07(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; (Aiii) any breach by the Servicer of a representation or warranty set forth in Subsection 33.02(c) or in a writing furnished pursuant to Subsection 33.02(d) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 33.02(d) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Seller or Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser, any Master Servicer or any or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. In the case of any failure of performance described in clause (b)(ii) of this Subsection 33.08, the Servicer shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Servicer any Subservicer or any Subcontractor. (c) (i) Any failure by the CompanySeller, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (includingSection 33, without limitation, or any statement, writing breach by the Seller or notification required by Servicer of a representation or warranty set forth in Section 2)33.02(a) or (c) or in a writing furnished pursuant to Section 33.02(b) or (d) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Seller or Servicer of a representation or warranty in a writing furnished pursuant to Section 33.02(b) or (d) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyServicer; 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 Company Servicer as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Counterparty shall indemnify IndyMac Bank and the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entityrelated Depositor; each Person person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization TransactionSPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization TransactionAct; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositorforegoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter ' consent or other material provided in written or electronic form under this Amendment Reg AB Section 2 by or on behalf of the Company, Counterparty or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Counterparty Guarantor (collectively, the “"Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company Counterparty of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii3(a) and made as of a date prior to the closing date of the related Securitization TransactionClosing Date, to the extent that such breach is not cured by such closing datethe Closing Date, or any breach by the Company Counterparty of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii3 to the extent made as of a date subsequent to the Closing Date. (i) Any failure by the Counterparty or any Counterparty Guarantor to deliver any information, report, accountants' consent or other material when and in any case only as required under Section 2 or any breach by the Counterparty of a representation or warranty set forth in Section 3 and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date (or in the case of information needed for purposes of printing the Prospectus Supplement, the date of printing of the Prospectus Supplement), shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Additional Termination Event (as defined in the Master Agreement) with the Counterparty as the sole Affected Party (as defined in the Master Agreement) under the Derivative Agreement. Following such termination, a termination payment (if any) shall be payable by the applicable party as determined by the application of Section 6(e)(ii) of the Master Agreement, with Market Quotation and Second Method being the applicable method for determining the termination payment (notwithstanding anything in the Derivative Agreement to the contrary). (ii) If the Counterparty or any Counterparty Guarantor has failed to deliver any information, report, or accountants' consent when and as required under Section 2, which continues unremedied for the lesser of ten calendar days after the date on which such information, report, or accountants' consent was required to be delivered or such period in which the applicable Exchange Act Report for which such information is required can be timely filed (without taking into account any extensions permitted to be filed), or if the Counterparty has provided Company Information any breach by the Counterparty of a representation or warranty pursuant to Section 3 to the extent made as of a date subsequent to such closing date. In , and the case of Counterparty has not, at its own cost, within the period in which the applicable Exchange Act Report for which such information is required can be timely filed caused another entity (which meets any failure of performance described applicable ratings threshold in clause the Derivative Agreement) to replace the Counterparty as party to the Derivative Agreement that (i)(Bi) has signed an agreement with IndyMac Bank and the Depositors substantially in the form of this SectionAgreement, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator has agreed to deliver any information, report, certification, certification or accountants’ letter or other material ' consent when and as required under this Amendment Regulation AB Section 2 hereof and (including, without limitation, iii) is approved by the Depositor (which approval shall not be unreasonably withheld) and any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraphrating agency, if not cured within three applicable, on terms substantially similar to the Derivative Agreement, then an Additional Termination Event (3as defined in the Master Agreement) Business Days of shall have occurred with the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in Counterparty as the sole Affected Party. In the event that such failure an Early Termination Date is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor designated in connection with such Additional Termination Event, a Securitization Transactiontermination payment (if any) constitute an Event shall be payable by the applicable party as of Default with respect to the Company under this Agreement and any applicable Reconstitution Early Termination Date as determined by the application of Section 6(e)(ii) of the Master Agreement, with Market Quotation and shall entitle Second Method being the Purchaser or Depositor, as applicable, in its sole discretion to terminate applicable method for determining the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without termination payment (notwithstanding anything in this Agreement or any applicable Reconstitution the Derivative Agreement to the contrary). (iii) In the event that the Counterparty or the SPV has found a replacement entity in accordance with Section 4(b)(ii), the Counterparty shall promptly reimburse the SPV for all reasonable incidental expenses incurred by the SPV, as such are incurred, in connection with the termination of any compensation to the Company; provided that to Counterparty as counterparty and the extent that any provision entry into a new Derivative Agreement. The provisions of this paragraph shall not limit whatever rights the SPV may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicerotherwise, whether in equity or at law, such provision shall be given effectas an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act of 1933 and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees employees, agents and agents affiliates of each of the foregoing and of the DepositorDepositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any claims, 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: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ ' letter or other material provided in written or electronic form under this Amendment Reg AB Section 7A by or on behalf of the Company, or provided under this Amendment Reg AB Section 7A by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “"Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (Bii) any breach by the Company of its obligations under this Section 7A, including particularly any failure by the Company, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABSection 7A, including any failure by the Company to identify pursuant to Section 2(f)(iiSubsection 7A.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or; (Ciii) any breach by the Company of a representation or warranty set forth in Section 2(b)(iSubsection 7A.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 7A.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 7A.02(b) to the extent made as of a date subsequent to such closing date; or (iv) the negligence bad faith or willful misconduct of the Company in connection with its performance under this Section 7A. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Company on the other. In the case of any failure of performance described in clause (i)(Ba)(ii) of this SectionSubsection, the Company shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. (ii) (Ai) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 7A, without limitation, or any statement, writing or notification required breach by the Company of a representation or warranty set forth in Section 2)Subsection 7A.02(a) or in a writing furnished pursuant to Subsection 7A.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Subsection 7A.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser Purchaser, any Master Servicer or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company and if the Servicer is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer, in accordance with the related securitization agreement, reasonably acceptable to any Master Servicer of such Securitization Transaction; 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 Company as servicer, such provision shall be given effect. (ii) Any failure by the Company, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Subsections 7A.04 or 7A.05, including (except as provided in the following paragraph) any failure by the Company to identify pursuant to Subsection 7A.06(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten (10) 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 Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser, any Master Servicer or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect. Neither the Purchaser nor any Depositor shall be entitled to terminate the rights and obligations of the Company pursuant to this subparagraph (b)(ii) if a failure of the Company to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Exhibit by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Exhibit by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company Seller Information”), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg ABExhibit, including any failure by the Company Seller to identify pursuant to Section 2(f)(ii1.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(i1.02(a) or in a writing furnished pursuant to Section 2(b)(ii1.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii1.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. (iib) (Ai) Any failure by the CompanySeller, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (includingArticle, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)1.02(a) or in a writing furnished pursuant to Section 1.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Section 1.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Seller as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanySeller; 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 Company Seller as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Servicing Administrator shall indemnify the Purchaser, the Master Servicer, each affiliate of the Purchaser, and each of the following parties participating in a Securitization the Subsequent Transaction: the Depositor, each sponsor and issuing entity; each Person (including but not limited to any Master Servicer, if applicable) 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 such Securitization Subsequent Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees employees, agents and agents affiliates of each of the foregoing and of the DepositorDepositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, 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: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ letter or other material provided in written or electronic form under this Amendment Reg AB Section 33 by or on behalf of the CompanyServicing Administrator, or provided under this Amendment Reg AB Section 33 by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company Servicing Administrator Information”), or (2B) the omission or alleged omission to state in the Company Servicing Administrator Information a material fact required to be stated in the Company Servicing Administrator Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicing Administrator Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicing Administrator Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Cii) [reserved]; (iii) any breach by the Company Servicing Administrator of a representation or warranty set forth in Section 2(b)(iSubsection 33.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 33.02(b) and made as of a date prior to the closing date of the related Securitization Subsequent Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Servicing Administrator of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 33.02(b) to the extent made as of a date subsequent to such closing date; or (iv) the negligence, bad faith or willful misconduct of the Servicing Administrator in connection with its performance under Section 33. In If the case indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicing Administrator agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any failure claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of performance described in clause (i)(B) such Indemnified Party on the one hand and the Servicing Administrator on the other. This indemnification shall survive the termination of this Section, Agreement or the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the execution or filing termination of any report required party 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originatorthis Agreement. (iib) (Ai) Any failure by the CompanyServicing Administrator, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (includingSection 33, without limitation, or any statement, writing or notification required breach by the Servicing Administrator of a representation or warranty set forth in Section 2)Subsection 33.02(a) or in a writing furnished pursuant to Subsection 33.02(b) and made as of a date prior to the closing date of the Subsequent Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 33.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Servicing Administrator under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser Purchaser, the Master Servicer or Depositor, as applicable, in its sole discretion discretion, to terminate the rights and obligations of the Company Servicing Administrator as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyServicing Administrator (and if the Servicing Administrator is servicing any of the Mortgage Loans in the Subsequent Transaction, appoint a successor servicer reasonably acceptable to any Master Servicer for such Subsequent Transaction); 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 Company Servicing Administrator as servicer, such provision shall be given effect.

Indemnification; Remedies. (i) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person responsible for the 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1) 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 Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “"Company Information”"), or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s 's receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 32 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 32 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company "Seller Information”"), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB32; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 32.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 32.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 32.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator. (ii) (Ab) Any failure by the Company, any Subservicer, any Subcontractor Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 32, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)Subsection 32.02(a) or in a writing furnished pursuant to Subsection 32.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, shall, except as provided in clause (B) of this paragraph, if to the extent that such breach is not cured within three (3by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Subsection 32.02(b) Business Days to the extent made as of the Company’s receipt of notice of a date subsequent to such failure (or closing date, shall immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Interim Servicer as servicer under this the Interim Servicing Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyInterim Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company Interim Servicer as servicer, such provision shall be given effect. (c) The Purchaser shall indemnify the Seller, each affiliate of the Seller 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 the Loan Performance Information or (B) the omission or alleged omission to state in the Loan Performance Information a material fact required to be stated in the Loan Performance Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Loan Performance Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Loan Performance Information or any portion thereof is presented together with or separately from such other information; or (ii) any failure by the Purchaser to timely deliver or cause to be delivered any Loan Performance Information as required to be produced under Subsection 32.03(e). 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Indemnification; Remedies. (ia) The Company Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange ActXxxxxxxx Xxx); and the respective present and former directorsxxx xxx xxxxxxxxxx xxxxxxx xxx xxxxxx xxxxxxxxx, officersxxxxxxxx, employees xmployees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Article XIII by or on behalf of the CompanyServicer , or provided under this Amendment Reg AB Article XIII by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company "Servicer Information”"), or (2B) the omission or alleged omission to state in the Company Servicer Information a material fact required to be stated in the Company Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanyServicer , any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABArticle XIII, including any failure by the Company Servicer to identify pursuant to Section 2(f)(ii13.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Servicer of a representation or warranty set forth in Section 2(b)(i13.02(a) or in a writing furnished pursuant to Section 2(b)(ii13.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Servicer of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii13.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Servicer shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party OriginatorSubcontractor. (ii) (Ai) Any failure by the CompanySeller, Servicer, any Subservicer, Subservicer or any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingArticle XIII or under Section 34 of the Purchase Agreement, without limitation, or any statement, writing or notification required breach by the Servicer of a representation or warranty set forth in Section 2), shall, except as provided 13.02(a) or in clause (Ba writing furnished pursuant to Section 13.02(b) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.breach by the

Indemnification; Remedies. (i) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person responsible for the 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1) 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 Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “"Company Information”"), or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s 's receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is will result or has resulted in the Purchaser's or its affiliated sponsor's loss of a nature that is incapable of cure and right, for which failure may reasonably be expected have a material and adverse effect on the Purchaser or Depositor cannot obtain a waiver from the Commission, to maintain any Depositor in connection with a registration statement relating to securitization transactions of the same type as the Securitization TransactionTransactions contemplated hereunder) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, the Depositor and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (1) (A) (1) an 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 Amendment Reg AB Article 13 by or on behalf of the Company, or provided under this Amendment Reg AB Article 13 by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company Information”), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, the Depositor and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); each Static Pool Party and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ ' letter or other material provided under this Article XII by or on behalf of the Servicer, or provided in written or electronic form under this Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB Article XII by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company "Servicer Information”"), or (2B) the omission or alleged omission to state in the Company Servicer Information a material fact required to be stated in the Company Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABArticle XII, including any failure by the Company Servicer to identify pursuant to Section 2(f)(ii12.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Servicer of a representation or warranty set forth in Section 2(b)(i12.02(a) or in a writing furnished pursuant to Section 2(b)(ii12.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Servicer of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii12.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Servicer shall promptly reimburse the PurchaserOwner, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party OriginatorSubcontractor. (ii) (Ai) Any failure by the CompanyServicer, any Subservicer, Subservicer or any Subcontractor or any Third-Party Originator to deliver any information, report, certification, Static Pool Party static pool information, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingArticle XII, without limitation, or any statement, writing or notification required breach by the Servicer of a representation or warranty set forth in Section 2)12.02(a) or in a writing furnished pursuant to Section 12.02(g) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 12.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyServicer; 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 Company Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 12.04 or 12.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 12.06(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Owner nor any Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Servicer shall promptly reimburse the Owner (or any designee of the Owner, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Owner (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Owner or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (i) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, Purchaser and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person responsible for the 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, officers and employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter certification or other material provided in written or electronic form under this Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company Information”), or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation ABParticipating Entity; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (includingReg AB, without limitationwhich continues unremedied for three Business Days after receipt by the Company and the applicable Subservicer, any statementSubcontractor, writing or notification required by a representation Third-Party Originator of written notice of such failure from the Purchaser or warranty set forth in Section 2), Depositor shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement Amendment Reg AB or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; provided provided, however it is understood that the Company shall remain entitled to receive reimbursement for all unreimbursed Monthly Advances and Servicing Advances made by the Company under this Agreement and/or any applicable Reconstitution Agreement. Notwithstanding anything to the contrary set forth herein, 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (i) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, the Depositor, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 35 by or on behalf of the CompanySeller, or provided in written or electronic form under this Amendment Reg AB Section 35 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company Seller Information”), or (2B) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB35; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(iSubsection 35.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 35.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 35.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Counterparty shall indemnify CHL and the Purchaserrelated Depositor, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person person responsible for the 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(d15d-14 (d) under the Exchange Act with respect to such Securitization TransactionAct; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor(each, an "Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter ' consent or other material provided in written or electronic form under this Amendment Reg AB Section 2 by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Counterparty (collectively, the “"Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (Bii) if any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i3(a) or in a writing furnished pursuant to Section 2(b)(ii) and is made as of a date prior to the closing date Closing Date, any breach by the Counterparty of the related Securitization Transactionsuch representation or warranty, to the extent that such breach is not cured by the Closing Date, or if any representation or warranty pursuant to Section 3 is required to be made as of a date subsequent to the Closing Date, any breach by the Counterparty of such closing daterepresentation or warranty, to the extent that such breach is not cured by the date required hereunder; provided, however that the foregoing shall not apply to any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses caused by the negligence or any willful action of an Indemnified Party, including without limitation any failure to make any filings as and when required under Regulation AB. (i) If the Counterparty is required to provide Company Information under the terms of Item 1115 of Regulation AB as of the Closing Date and the Counterparty or any Counterparty Guarantor fails to take such actions as are necessary to comply with the requirements of Item 1115 of Regulation AB as and when required, to the extent that such breach is not cured by the Closing Date (or in the case of information needed for purposes of printing the Prospectus Supplement, the date of printing of the Prospectus Supplement), or any breach by the Company Counterparty or any Counterparty Guarantor of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) 3 to the extent made as of a date subsequent prior to the Closing Date, then such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (Bii) or (iii) of this paragraphSection 4, if not cured within three constitute an Additional Termination Event (3as defined in the Master Agreement) Business Days of with the Company’s receipt of notice of such failure Counterparty as the sole Affected Party (or immediately and automatically, without notice or grace period, as defined in the Master Agreement) under the Derivative Agreement. In the event that such failure an Early Termination Date is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor designated in connection with such Additional Termination Event, a Securitization Transactiontermination payment (if any) constitute an Event shall be payable as of Default with respect to the Company under this Agreement and any Early Termination Date by the applicable Reconstitution party as determined by the application of Section 6(e)(ii) of the Master Agreement, with Market Quotation and shall entitle Second Method being the Purchaser or Depositor, as applicable, in its sole discretion to terminate applicable method for determining the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without termination payment (notwithstanding anything in this Agreement or any applicable Reconstitution the Derivative Agreement to the contrary). (ii) If the Counterparty or any Counterparty Guarantor has received written notice from the Depositor that the Counterparty or any Counterparty Guarantor is required to provide Company Financial Information under the terms of Item 1115 of Regulation AB as of a specified date and the Counterparty or any Counterparty Guarantor fails to take such actions as are necessary to comply with the requirements of Item 1115 of Regulation AB as and when required, and if such failure continues unremedied for the lesser of ten calendar days after the date on which such information, report, or accountants' consent was required to be delivered or such period in which the applicable Exchange Act Report for which such information is required can be timely filed (without taking into account any extensions permitted to be filed), and the Counterparty has not, at its own cost, within the period in which the applicable Exchange Act Report for which such information is required can be timely filed caused another entity (which meets any applicable ratings threshold in the Derivative Agreement) to replace the Counterparty as party to the Derivative Agreement, in each case to or from, as applicable, an entity that (i) has signed an agreement with CHL and the Depositors substantially in the form of this Agreement, (ii) has agreed to deliver any information, report, certification or accountants' consent when and as required under Section 2 hereof and (iii) meets the rating conditions applicable to a derivative counterparty for the relevant asset-backed securities of each applicable rating agency, if applicable, then (unless the Counterparty has taken the actions in clause (iii) of any compensation this Section), an Additional Termination Event (as defined in the Master Agreement) shall have occurred with the Counterparty as the sole Affected Party. In the event that an Early Termination Date is designated in connection with such Additional Termination Event, a termination payment (if any) shall be payable by the applicable party as of the Early Termination Date as determined by the application of Section 6(e)(ii) of the Master Agreement, with Market Quotation and Second Method being the applicable method for determining the termination payment (notwithstanding anything in the Derivative Agreement to the Company; contrary). (iii) At any time that the Counterparty has failed to meet its obligations under Item 1115 and has failed to transfer any applicable Transaction pursuant to clause (ii) of this Section, then on or prior to any Early Termination Date, the Counterparty may elect to designate a date as an Early Termination Date (an "Elective Termination Date"), and the termination payment referenced in clause (i) or (ii) above, as applicable, shall be calculated and paid as provided in such applicable clause. (iv) In the event that to the extent that any provision Counterparty or the SPV has found a replacement entity in accordance with Section 4(b)(ii), the Counterparty shall promptly reimburse the SPV for all reasonable incidental expenses incurred by the SPV, as such are incurred, in connection with the termination of the Counterparty as counterparty and the entry into a new Derivative Agreement. The provisions of this paragraph shall not limit whatever rights the SPV may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicerotherwise, whether in equity or at law, such provision shall be given effectas an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Counterparty shall indemnify CHL and the Purchaserrelated Depositor, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization TransactionSPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization TransactionAct; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor(each, a “Indemnified Party”), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter consent or other material provided in written or electronic form under this Amendment Reg AB Agreement by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Counterparty (collectively, the “Company Information”), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company Counterparty of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii3(a) and made as of a date prior to the closing date of the related Securitization TransactionClosing Date, to the extent that such breach is not cured by such closing datethe Closing Date, or any breach by the Company Counterparty of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) 3 to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party OriginatorClosing Date. (iib) Nothing in this agreement shall be construed to allow the Indemnified Party to recover punitive, consequential, incidental, exemplary or special damages or lost profits from the indemnifying party. (c) (Ai) Any failure Pre-Closing Termination Event or any breach by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by Counterparty of a representation or warranty set forth in Section 23 and made as of a date prior to the Closing Date, to the extent that such Pre-Closing Termination Event or breach is not cured by the Closing Date (or in the case of information needed for purposes of printing the Prospectus Supplement, the date of printing of the Prospectus Supplement), shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, constitute an Additional Termination Event (as defined in the event that Master Agreement) with the Counterparty as the sole Affected Party (as defined in the Master Agreement) under the Derivative Agreement. Following such failure is termination, a termination payment (if any) shall be payable by the applicable party as determined by the application of a nature that is incapable Section 6(e)(ii) of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Master Agreement, with Market Quotation and shall entitle Second Method being the Purchaser or Depositor, as applicable, in its sole discretion to terminate applicable method for determining the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without termination payment (notwithstanding anything in this Agreement or any applicable Reconstitution the Derivative Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect).

Indemnification; Remedies. (ia) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); each Static Pool Party and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 31 by or on behalf of the CompanyServicer, or provided under this Amendment Reg AB Section 31 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company "Servicer Information”"), or (2) the omission or alleged omission to state in the Company Servicer Information a material fact required to be stated in the Company Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABSection 31, including any failure by the Company Servicer to identify pursuant to Section 2(f)(ii31.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Servicer of a representation or warranty set forth in Section 2(b)(i31.02(a) or in a writing furnished pursuant to Section 2(b)(ii31.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Servicer of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii31.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Servicer shall promptly reimburse the PurchaserOwner, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party OriginatorSubcontractor. (ii) (Ai) Any failure by the CompanyServicer, any Subservicer, Subservicer or any Subcontractor or any Third-Party Originator to deliver any information, report, certification, Static Pool Party static pool information, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 31, without limitation, or any statement, writing or notification required breach by the Servicer of a representation or warranty set forth in Section 2)31.02(a) or in a writing furnished pursuant to Section 31.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 31.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyServicer; 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 Company Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 31.04 or 31.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 31.06(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Owner nor any Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. The Servicer shall promptly reimburse the Owner (or any designee of the Owner, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Owner (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Owner or any Depositor may have under other provisions of this Agreement and/or any applicable 60 Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1) 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 Amendment Reg AB Article XIII by or on behalf of the Company, or provided under this Amendment Reg AB Article XIII by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company Information”), or (2) B. the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the Company, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg ABArticle XIII, including (except as provided below) any failure by the Company to identify pursuant to Section 2(f)(ii13.6(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company of a representation or warranty set forth in Section 2(b)(i13.2(a) or in a writing furnished pursuant to Section 2(b)(ii13.2(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii13.2(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Interim Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be untrue statement of a material fact contained in any information, report, certification, accountants’ ' letter or other material provided in written or electronic form under this Amendment Reg AB Article XIII by or on behalf of the CompanyInterim Servicer, or provided under this Amendment Reg AB Article XIII by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company Information”)Subservicer or Subcontractor, or (2B) the omission or alleged omission to state in the Company Information information provided pursuant to Section 13.03 (collectively, the "Servicer Disclosure Information") a material fact required to be stated in the Company Servicer Disclosure Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Disclosure Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Disclosure Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanyInterim Servicer, any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABArticle XIII, including any failure by the Company Interim Servicer to identify pursuant to Section 2(f)(ii13.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Interim Servicer of a representation or warranty set forth in Section 2(b)(i13.02(a) or in a writing furnished pursuant to Section 2(b)(ii13.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Interim Servicer of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii13.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Interim Servicer shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanyInterim Service, any Subservicer, any Participating Entity Subservicer or any Third-Party OriginatorSubcontractor. (iib) (Ai) Any failure by the CompanySeller, Interim Servicer, any Subservicer, Subservicer or any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingArticle XIII or under Section 32 of the Purchase Agreement, without limitation, or any statement, writing or notification required breach by the Interim Servicer of a representation or warranty set forth in Section 2)13.02(a) or in a writing furnished pursuant to Section 13.02(b) or any breach by the Seller of a representation or warranty set forth in Section 32.02(a) of the Purchase Agreement or in a writing furnished pursuant to Section 32.02(b) of the Purchase Agreement and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Interim Servicer of a representation or warranty in a writing furnished pursuant to Section 13.02(b) or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Section 32.02(b) of the Purchase Agreement to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Interim Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Interim Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyInterim Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company Interim Servicer as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Article XIII by or on behalf of the Company, or provided under this Amendment Reg AB Article XIII by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “"Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (Bi) any failure by the Company, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABArticle XIII, including (except as provided below) any failure by the Company to identify pursuant to Section 2(f)(ii13.6(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company of a representation or warranty set forth in Section 2(b)(i13.2(a) or in a writing furnished pursuant to Section 2(b)(ii13.2(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by 73 such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii13.2(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company shall Consultant covenants and agrees to indemnify the Purchaserand hold harmless CFO, each affiliate of the PurchaserClients, and each all officers, directors, shareholders, members, employees, agents and representatives of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person responsible for the 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); CFO and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1) 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 Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Clients (collectively, the “Company InformationCFO Group”), or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements thereinfrom any against all liabilities, in the light losses, claims, damages, causes of the circumstances under which they were madeaction, not misleading; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information costs and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case expenses of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB kind (including, without limitation, reasonable attorneys’ fees and related expenses) which result from, relate to, or arise in any statementway from (directly or indirectly) (i) negligent acts or omissions in connection with Consultant’s performance under this Agreement, writing (ii) any breach by Consultant of the terms and conditions of this Agreement, and/or (iii) any negligence, intentional wrongdoing or notification bad faith on the part of Consultant. In the event any action, suit or proceeding is brought against any member of the CFO Group and Consultant is required to provide indemnification pursuant to and in accordance with this Paragraph 4, then Consultant shall, at the option of Consultant, either (i) engage attorneys approved by a representation CFO or warranty its insurance carrier to defend such member or members, as the case may be, of the CFO Group, or (ii) reimburse such member or members, as the case may be, of the CFO Group for the reasonable fees and expenses of legal counsel engaged directly by such member or members, as the case may be, of the CFO Group. In the event that any penalties are imposed on any member of the CFO Group by an appropriate regulatory body as the result of the negligence, wrongdoing or bad faith of Consultant, Consultant shall indemnify the CFO Group for any penalties imposed on any member or members, as the case may be, of the CFO Group. Consultant acknowledges and agrees that monetary damages would be inadequate to compensate CFO for any breach or threatened breach by Consultant of its covenants and agreements set forth in Section 2)this Agreement. Accordingly, shallConsultant further acknowledges and agrees that any such breach or threatened breach will cause irreparable injury to CFO and that, except as provided in clause (B) of this paragraphaddition to any other remedies that may be available, if not cured within three (3) Business Days in law, in equity or otherwise, CFO shall be entitled to obtain injunctive relief, including without limitation, a preliminary injunction and/or temporary restraining order, against the breach or threatened breach of the Company’s receipt provisions of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) continuation of any compensation to the Company; 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 Company as servicer, such provision shall be given effectbreach.

Indemnification; Remedies. (i) The Company JMBP shall indemnify the Purchaser, each affiliate of the Purchaserand hold harmless, and each of the following parties participating in a Securitization Transaction: each sponsor shall defend and issuing entity; each Person responsible for the execution or filing of any report required to be filed with the Commission with respect to such Securitization Transactionprotect, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act SWEET SUCCESS and Section 20 of the Exchange Act); and the respective present and former directorsits stockholders, officers, employees directors, employees, agents and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1) 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 Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator representatives (collectively, the “Company InformationSWEET SUCCESS Indemnified Parties”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages and expenses (regardless of whether such indemnified party is a party to the action for which the indemnification hereunder applies), including reasonable attorneys’ fees and disbursements (the “Indemnified Losses”) incurred by any SWEET SUCCESS Indemnified Party as a result of, or arising out of, or relating to any action, claim, cause of action or suit by any third party alleging that such third party is entitled to (a) any of the consideration provided or to be provided to JMBP or Xxxxxxx hereunder or (2b) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated payment or benefit in connection with a sale or purchase of securities, without regard to whether the Company Information this Agreement or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured transactions contemplated hereby based on any commitment or obligation by such closing date, JMBP or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent Xxxxxxx to such closing datethird-party. In the case of any failure of performance described in clause (i)(B) of this SectionSWEET SUCCESS shall indemnify and hold harmless, the Company and shall promptly reimburse the Purchaserdefend and protect, any DepositorJMBP and Xxxxxxx and, as applicable, their stockholders, officers, directors, employees, agents and each Person responsible for representatives (collectively, the execution “JMBP/Xxxxxxx Indemnified Parties”) from and against any and all Indemnified Losses incurred by any JMBP/Xxxxxxx Indemnified Party as a result of, or filing arising out of, or relating to any action, claim, cause of action or suit by any report required third party alleging that such third party is entitled to (a) any of the consideration provided or to be filed with the Commission with respect provided to such Securitization Transaction, SWEET SUCCESS hereunder or for execution of a certification pursuant to Rule 13a-14(d(b) any other payment or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor benefit in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement of the transactions contemplated hereby based on any commitment or obligation by SWEET SUCCESS to the contrary) of any compensation to the Company; provided that to such third-party. To the extent that the foregoing undertakings by any provision indemnifying party may be unenforceable for any reason, the indemnifying party shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Losses which is permissible under applicable law. SWEET SUCCESS waives any right to injunctive relief as a remedy for any breach of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicer, such provision shall be given effectAgreement.

Indemnification; Remedies. (ia) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1) 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 Amendment Reg AB Article XIII by or on behalf of the Company, or provided under this Amendment Reg AB Article XIII by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company Information”), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (Bi) any failure by the Company, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg ABArticle XIII, including (except as provided below) any failure by the Company to identify pursuant to Section 2(f)(ii13.6(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company of a representation or warranty set forth in Section 2(b)(i13.2(a) or in a writing furnished pursuant to Section 2(b)(ii13.2(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii13.2(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. (ii) (Ai) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (includingArticle XIII, without limitation, or any statement, writing or notification required breach by the Company of a representation or warranty set forth in Section 2)13.2(a) or in a writing furnished pursuant to Section 13.2(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 13.2(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect. (ii) Any failure by the Company, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 13.4 or 13.5, including any failure by the Company to identify pursuant to Section 13.6(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for twelve 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 Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect. Neither the Purchaser nor any Depositor shall be entitled to terminate the rights and obligations of the Company pursuant to this subparagraph (b)(ii) if a failure of the Company to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. a. Subject to the limitations set forth in this Section 16, the Seller Parties (each an “Indemnifying Party”) shall and do hereby agree, jointly and severally, to indemnify and hold harmless, during that period described in Section 15 hereof, Buyer and its directors, officers, employees, shareholders, agents and assigns (each an “Indemnified Party”), as to and against any Damages (as hereinafter defined) resulting from: (i) The Company shall indemnify any inaccurate representation made by Seller Parties in or under this Agreement, (ii) any breach of any warranties made by Seller Parties in or under this Agreement, (iii) any breach or default in the Purchaser, each affiliate performance by Seller Parties of any of the Purchasercovenants to be performed by Seller in or under this Agreement, and (iv) any Damages relating to the operation of the Business on or before the Closing Date (unless such Damages pertain to the Assumed Liabilities). b. Subject to the limitations set forth in this Section 16, Buyer (an “ Indemnifying Party”) shall and hereby agrees to indemnify and hold harmless, during that period described in Section 15 hereof, each of the Seller, Shareholders and their respective directors, officers, employees, agents and assigns, as appropriate (each an “Indemnified Party”), as to and against any Damages resulting from: (i) any inaccurate representation made by Buyer in or under this Agreement, (ii) any breach of any warranties made by Buyer in or under this Agreement, (iii) any breach or default in the performance by Buyer of any of the covenants or other agreements to be performed by Buyer in or under this Agreement or contemplated hereby, (iv) non-payment when due of any of the Assumed Liabilities, and (v) any Damages relating to the operation of the Business following the Closing Date (unless such Damages pertain to a liability in existence as of the Closing Date which is not being specifically assumed by Buyer hereunder). c. The term “Damages” as used herein, shall include any demands, claims, actions, deficiencies, losses, delinquencies, defaults, assessments, fees, costs, taxes, expenses, debts, liabilities, obligations, penalties and damages, including reasonable counsel fees actually incurred in investigating or in attempting to avoid the same or oppose the imposition thereof. Notwithstanding any other provision of this Agreement, Damages shall not include incidental, consequential, or punitive damages (whether arising in tort, contract or otherwise, including the negligence or gross negligence of either or both parties participating and whether or not foreseeable). d. Notwithstanding any other provision of this Agreement, none of the parties to this Agreement shall be liable for any Damages contemplated by this Section 16 unless and until the aggregate claims exceed $10,000 (the “Basket”), whereupon such Indemnifying Party shall be liable for and shall indemnify such Indemnified Party from and against all Damages in excess of the Basket; provided, however, that any Damages related to (i) unpaid tax liabilities by Seller and (ii) the issuance of the Parent Stock by Buyer, shall not be subject to the Basket. Notwithstanding any other provision of this Agreement, in no event shall the Damages under this Agreement or any other exhibit or agreement contemplated hereunder exceed an aggregate amount equal to the amount actually paid to Seller under and pursuant to this Agreement plus such additional amount as shall equal the amount paid to Seller pursuant to any other related agreements. e. Promptly after receipt by an Indemnified Party of notice of any Damage to which the indemnification provisions of this Agreement would apply, such Indemnified Party shall give written notice thereof to the Indemnifying Party, but the omission to so notify the Indemnifying Party promptly will not relieve the Indemnifying Party from any liability except to the extent that the Indemnifying Party shall have been prejudiced as a Securitization Transactionresult of the failure or delay in receiving such notice. Such notice shall state the information then available regarding the amount and the nature of the Damage and shall specify the provision or provisions under this Agreement under which the liability or obligation is asserted. If within twenty (20) days after receiving such notice any of the Indemnifying Party gives written notice to such Indemnified Party stating that: each sponsor (a) it would be liable under the provisions hereof for indemnity in the amount of such Damage if such Damage was successful, and issuing entity; each Person responsible (b) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense, then counsel for the execution or filing defense shall be selected by the Indemnifying Party (subject to the consent of any report required to the Indemnified Party which consent shall not be filed with unreasonably withheld) and the Commission Indemnifying Party shall assume the defense with respect to such Securitization Transactionclaim, liability or expense at the Indemnifying Party’s expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the Indemnifying Party shall relate solely to the Damage that is subject or potentially subject to indemnification. The Indemnifying Party shall have the right, with the consent of such Indemnified Party, which consent shall not be unreasonably withheld and such Indemnified Party shall cooperate with Indemnifying Party in connection therewith, to settle all indemnifiable matters related to the claims by third parties that are susceptible to being settled provided its obligation to indemnify such Indemnified Party therefor will be fully satisfied. As reasonably requested by such Indemnified Party, the Indemnifying Party shall keep such Indemnified Party apprised of the status of the Damage and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party with all documents and information that such Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, such Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and such Indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party, provided, however, that the separate counsel selected by such Indemnified Party shall be approved by the Indemnifying Party, which approval shall not be unreasonably withheld. If no such notice of intent to dispute and defend is given by the Indemnifying Party within twenty (20) days after receiving notice of any Damage to which the indemnification provisions of this Agreement would apply, or for execution of a certification pursuant if such diligent good faith defense is not being or ceases to Rule 13a-14(d) or Rule 15d-14(d) under be conducted, such Indemnified Party shall, at the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 expense of the Securities Act and Section 20 Indemnifying Party, undertake the defense of the Exchange Act(with counsel selected by such Indemnified Party); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense; provided however, before settling such Indemnified Party shall first use reasonable efforts to obtain the consent to that settlement from the Indemnifying Party, which consent shall not be unreasonably withheld. After using reasonable efforts without success such Indemnified Party may settle without the consent of them harmless from the Indemnifying Party without any prejudice to its claim for indemnity. If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying Party, then such Indemnified Party shall make available all information and against any losses, damages, penalties, fines, forfeitures, legal fees assistance that the Indemnifying Party may reasonably request and expenses and related costs, judgments, and any other costs, fees and expenses that any shall cooperate with the Indemnifying Party in such defense. f. The provisions of them may sustain this Section 16 shall be the exclusive basis of the parties to this Agreement for third party loss claims arising out of or based upon: (A) (1i) any untrue statement breach of a material fact contained representation or alleged warranty herein, (ii) any failure of a party to be contained in comply with any informationobligation, reportcovenant, certificationagreement or condition herein or (iii) any other claim, accountants’ letter action, demand, loss, cost, expense, liability, penalty, or other material provided in written damage relating to or electronic form under this Amendment Reg AB by or on behalf arising out of the Companytransactions contemplated by this Agreement. g. Notwithstanding any provision of this Section 16 to the contrary, or provided under this Amendment Reg AB Damage owed by or on behalf an Indemnifying Party to an Indemnified Party shall be reduced by the amount of any Subservicer, Participating Entity or, if applicable, Third-mitigating recovery an Indemnified Party Originator (collectively, shall have received with respect thereto from any recovered by the “Company Information”), or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances Indemnified Party under which they were made, not misleading; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securitiesinsurance policies, without regard to whether the Company Information Indemnified Party or any portion thereof another person paid the premiums therefor. If such a recovery is presented together with or separately from such other information; (B) any failure received by the Company, any Subservicer, any Participating Entity or any Third-an Indemnified Party Originator to deliver any information, report, certification, accountants’ letter after it receives payment or other material when and as required credit under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the execution or filing of any report required to be filed with the Commission Agreement with respect to indemnified amounts, then a refund equal to the aggregate amount of such Securitization Transactionrecovery shall be made promptly to the Indemnifying Party. h. Upon written notice to the Seller specifying in reasonable detail its justification therefor, the Buyer shall have the right to set off the Damage under this Section 16, against any amount at anytime payable to Seller under or pursuant to this Agreement or the Promissory Note, before seeking reimbursement from the Seller. If the Seller gives written notice to the Buyer of a dispute over the proposed set-off, the procedures of Section 16i shall apply and Buyer shall continue to make scheduled payments pursuant to the Promissory Note. No offsets shall be allowed against payments pursuant to the Employment Agreement. i. If there exists a bona fide dispute at the time any payment is due under this Agreement regarding a claim by a Buyer Indemnified Party, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company right of Buyer to offset under Section 16h against amounts due under or pursuant to this Agreement, the parties agree that at such time Buyer shall deposit the portion of such amount due and payable under or pursuant to this Agreement, equal to the amount in dispute into a mutually acceptable interest-bearing escrow account (“Escrow Account”) pending resolution of such dispute. Interest on the Escrow Account shall accrue for the benefit of the party to whom the Escrow Account proceeds are released upon resolution of such dispute; provided, that if the Escrow Account proceeds are released to more than one party, the interest shall be prorated among the parties based on the amounts released to the parties. To the extent of resolution of the dispute in favor of the Buyer Indemnified Parties, the Buyer shall be entitled to exercise its right of set-off in the manner provided in Section 16h of this Agreement against the proceeds in the Escrow Account. Immediately after resolution of the dispute, the Escrow Agent shall release and deliver to the Seller as payment under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations all of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effectremaining Escrow Account proceeds.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB Section 33 by or on behalf of any SubservicerSeller, Participating Entity or, if applicable, or provided under this Section 33 by or on behalf of any Third-Party Originator (collectively, the “Company Seller Information”), or (2a) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB33; or (Ciii) any breach by the Company any Seller of a representation or warranty set forth in Section 2(b)(iSubsection 33.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 33.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company any Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 33.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Seller or any Third-Party Originator. (iib) [Reserved]. (c) The Purchaser shall indemnify the Seller, each affiliate of the Seller 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 failure any untrue statement of a material fact contained or alleged to be contained in the Loan Performance Information or (B) the omission or alleged omission to state in the Loan Performance Information a material fact required to be stated in the Loan Performance Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by the Companyway of clarification, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in that clause (B) of this paragraph, if paragraph shall be construed solely by reference to the Loan Performance Information and not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or to any Depositor other information communicated in connection with a Securitization Transactionsale or purchase of securities, without regard to whether the Loan Performance Information or any portion thereof is presented together with or separately from such other information; or (ii) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle failure by the Purchaser or Depositor, by the related servicer to deliver any Loan Performance Information as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer required under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effectSubsection 34.03(e).

Indemnification; Remedies. (ia) The Company Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange ActXxxxxxx 00 xx xxx Xxxxxxxx Xxx); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Article XIII by or on behalf of the CompanyServicer , or provided under this Amendment Reg AB Article XIII by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company Servicer Information”), or (2B) the omission or alleged omission to state in the Company Servicer Information a material fact required to be stated in the Company Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanyServicer , any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg ABArticle XIII, including any failure by the Company Servicer to identify pursuant to Section 2(f)(ii13.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Servicer of a representation or warranty set forth in Section 2(b)(i13.02(a) or in a writing furnished pursuant to Section 2(b)(ii13.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Servicer of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii13.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Servicer shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party OriginatorSubcontractor. (iib) (Ai) Any failure by the CompanySeller, Servicer, any Subservicer, Subservicer or any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (includingArticle XIII or under Section 34 of the Purchase Agreement, without limitation, or any statement, writing or notification required breach by the Servicer of a representation or warranty set forth in Section 2)13.02(a) or in a writing furnished pursuant to Section 13.02(b) or any breach by the Seller of a representation or warranty set forth in Section 34.02(a) of the Purchase Agreement or in a writing furnished pursuant to Section 34.02(b) of the Purchase Agreement and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 13.02(b) or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Section 34.02(b) of the Purchase Agreement to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer Servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyServicer ; 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 Company Servicer as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1) 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 Amendment Reg AB Article XIII by or on behalf of the Company, or provided under this Amendment Reg AB Article XIII by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company Information”), or (2) B. the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (Bi) any failure by the Company, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg ABArticle XIII, including (except as provided below) any failure by the Company to identify pursuant to Section 2(f)(ii13.6(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company of a representation or warranty set forth in Section 2(b)(i13.2(a) or in a writing furnished pursuant to Section 2(b)(ii13.2(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii13.2(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (i) The Company Servicer shall indemnify the PurchaserMaster Servicer, each affiliate of the PurchaserMaster Servicer, the Sponsor and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entityIssuing Entity; each Person (including, but not limited to, the Master Servicer if applicable) 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 such Securitization Transactionthe securitization transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees employees, agents and agents affiliates of each of the foregoing and of the DepositorDepositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any claims, 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: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ ' letter or other material provided in written or electronic form under this Amendment Reg AB Article VIII by or on behalf of the CompanyServicer, or provided under this Amendment Reg AB Article VIII by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company "Servicer Information”"), or (2B) the omission or alleged omission to state in the Company Servicer Information a material fact required to be stated in the Company Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Information or any portion thereof is presented together with or separately from such other information; (Bii) any breach by the Servicer of its obligations under this Article VIII, including particularly any failure by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABArticle VIII, including any failure by the Company Servicer to identify pursuant to Section 2(f)(ii8.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company negligence bad faith or willful misconduct of a representation the Servicer in connection with its performance under this Article VIII. If the indemnification provided for herein is unavailable or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant insufficient to Section 2(b)(ii) and made as of a date prior hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the closing date of the related Securitization Transaction, to the extent that such breach is not cured amount paid or payable by such closing dateIndemnified Party as a result of any claims, losses, damages or any breach liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the Company relative fault of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to such Indemnified Party on the extent made as of a date subsequent to such closing dateone hand and the Servicer on the other. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Servicer shall promptly reimburse the Purchaser, any Master Servicer and 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 such Securitization Transactionthe securitization transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party Originator. (ii) (A) Any failure by Subcontractor. This indemnification shall survive the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) termination of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) termination of any compensation party to the Company; 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 Company as servicer, such provision shall be given effectAgreement.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, the Depositor and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1a) 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 Amendment Reg AB Section 34 by or on behalf of the CompanySeller, or provided under this Amendment Reg AB Section 34 by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company Seller Information”), or (2b) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Counterparty shall indemnify CHL and the Purchaserrelated Depositor, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person person responsible for the 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(d15d-14 (d) under the Exchange Act with respect to such Securitization TransactionAct; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor(each, a "Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter ' consent or other material provided in written or electronic form under this Amendment Reg AB Section 2 by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Counterparty (collectively, the “"Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company Counterparty of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii3(a) and made as of a date prior to the closing date of the related Securitization TransactionClosing Date, to the extent that such breach is not cured by such closing datethe Closing Date, or any breach by the Company Counterparty of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) 3 to the extent made as of a date subsequent to the Closing Date; provided, however that the foregoing shall not apply to any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses caused by the negligence or any willful action of an Indemnified Party, including without limitation any failure to make any filings as and when required under Regulation AB. (i) If the Counterparty is required to provide Company Information under the terms of Item 1115 of Regulation AB as of the Closing Date and the Counterparty fails to take such closing date. In actions as are necessary to comply with the requirements of Item 1115 of Regulation AB as and when required, to the extent that such breach is not cured by the Closing Date (or in the case of any failure information needed for purposes of performance described in clause (i)(B) of this Sectionprinting the Prospectus Supplement, the Company shall promptly reimburse date of printing of the Purchaser, any Depositor, as applicable, and each Person responsible for the execution or filing of any report required to be filed with the Commission with respect to such Securitization TransactionProspectus Supplement), or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required any breach by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by Counterparty of a representation or warranty set forth in pursuant to Section 2)3 to the extent made as of a date prior to the Closing Date, then such failure shall, except as provided in clause (Bii) or (iii) of this paragraphSection 4, if not cured within three constitute an Additional Termination Event (3as defined in the Master Agreement) Business Days of with the Company’s receipt of notice of such failure Counterparty as the sole Affected Party (or immediately and automatically, without notice or grace period, as defined in the Master Agreement) under the Derivative Agreement. In the event that such failure an Early Termination Date is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor designated in connection with such Additional Termination Event, a Securitization Transactiontermination payment (if any) constitute an Event shall be payable as of Default with respect to the Company under this Agreement and any Early Termination Date by the applicable Reconstitution party as determined by the application of Section 6(e)(ii) of the Master Agreement, with Market Quotation and shall entitle Second Method being the Purchaser or Depositor, as applicable, in its sole discretion to terminate applicable method for determining the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without termination payment (notwithstanding anything in this Agreement or any applicable Reconstitution the Derivative Agreement to the contrary). (ii) If the Counterparty has received written notice from the Depositor that the Counterparty is required to provide Company Financial Information under the terms of Item 1115 of Regulation AB as of a specified date and the Counterparty fails to take such actions as are necessary to comply with the requirements of Item 1115 of Regulation AB as and when required, and if such failure continues unremedied for the lesser of ten calendar days after the date on which such information, report, or accountants' consent was required to be delivered or such period in which the applicable Exchange Act Report for which such information is required can be timely filed (without taking into account any extensions permitted to be filed), and the Counterparty has not, at its own cost, within the period in which the applicable Exchange Act Report for which such information is required can be timely filed caused another entity (which meets any applicable ratings threshold in the Derivative Agreement) to replace the Counterparty as party to the Derivative Agreement that (i) has signed an agreement with CHL and the Depositors substantially in the form of this Agreement, (ii) has agreed to deliver any information, report, certification or accountants' consent when and as required under Section 2 hereof and (iii) meets the rating conditions applicable to a derivative counterparty for the relevant asset-backed securities of each applicable rating agency, if applicable, then (unless the Counterparty has taken the actions in clause (iii) of any compensation this Section), an Additional Termination Event (as defined in the Master Agreement) shall have occurred with the Counterparty as the sole Affected Party. In the event that an Early Termination Date is designated in connection with such Additional Termination Event, a termination payment (if any) shall be payable by the applicable party as of the Early Termination Date as determined by the application of Section 6(e)(ii) of the Master Agreement, with Market Quotation and Second Method being the applicable method for determining the termination payment (notwithstanding anything in the Derivative Agreement to the Company; contrary). (iii) At any time that the Counterparty has failed to meet its obligations under Item 1115 and has failed to transfer any applicable Transaction pursuant to clause (ii) of this Section, then on or prior to any Early Termination Date, the Counterparty may elect to designate a date as an Early Termination Date (an "Elective Termination Date"), and the termination payment referenced in clause (i) or (ii) above, as applicable, shall be calculated and paid as provided in such applicable clause. (iv) In the event that to the extent that any provision Counterparty or the SPV has found a replacement entity in accordance with Section 4(b)(ii), the Counterparty shall promptly reimburse the SPV for all reasonable incidental expenses incurred by the SPV, as such are incurred, in connection with the termination of the Counterparty as counterparty and the entry into a new Derivative Agreement. The provisions of this paragraph shall not limit whatever rights the SPV may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicerotherwise, whether in equity or at law, such provision shall be given effectas an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Purchaser shall indemnify the PurchaserSeller, each affiliate of the PurchaserSeller, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees employees, agents and agents affiliates of each of the foregoing and of the DepositorDepositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any claims, 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: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ ' letter or other material provided in written or electronic form under this Amendment Reg AB Article XII by or on behalf of the CompanyPurchaser, or provided under this Amendment Reg AB Article XII by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company "Servicer Information”"), or (2B) the omission or alleged omission to state in the Company Servicer Information a material fact required to be stated in the Company Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Information or any portion thereof is presented together with or separately from such other information; (Bii) any breach by the Purchaser of its obligations under this Article XII, including particularly any failure by the CompanyPurchaser, any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABArticle XII, including any failure by the Company Purchaser to identify pursuant to Section 2(f)(ii12.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or; (Ciii) any breach by the Company Purchaser of a representation or warranty set forth in Section 2(b)(i12.02(a) or in a writing furnished pursuant to Section 2(b)(ii12.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Purchaser of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii12.02(b) to the extent made as of a date subsequent to such closing date; or (iv) the negligence, bad faith or willful misconduct of the Purchaser in connection with its performance under this Article XII. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Purchaser agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Purchaser on the other. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Purchaser shall promptly reimburse the PurchaserSeller, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanyPurchaser, any Subservicer, any Participating Entity Subservicer or any Third-Party OriginatorSubcontractor. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. (ii) (Ai) Any failure by the CompanyPurchaser, any Subservicer, Subservicer or any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingArticle XII, without limitation, or any statement, writing or notification required breach by the Purchaser of a representation or warranty set forth in Section 2)12.02(a) or in a writing furnished pursuant to Section 12.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Purchaser of a representation or warranty in a writing furnished pursuant to Section 12.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Purchaser under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser Seller, any Master Servicer or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Purchaser as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyPurchaser and if the Purchaser is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer, in accordance with the related securitization agreement, reasonably acceptable to any Master Servicer of such Securitization Transaction; 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 Company Purchaser as servicer, such provision shall be given effect. (ii) Any failure by the Purchaser, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 12.04 or 12.05, including (except as provided in the following paragraph) any failure by the Purchaser to identify pursuant to Section 12.06(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten (10) 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 Purchaser under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Seller, any Master Servicer or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Purchaser as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Purchaser; 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 Purchaser as servicer, such provision shall be given effect. None of the Seller, any Master Servicer, nor any Depositor shall be entitled to terminate the rights and obligations of the Purchaser pursuant to this subparagraph (b)(ii) if a failure of the Purchaser to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (iii) The Purchaser shall promptly reimburse the Seller (or any designee of the Seller, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Seller (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Purchaser as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Seller or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); each Static Pool Party and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) 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 Amendment Reg AB Section 31 by or on behalf of the CompanyServicer, or provided under this Amendment Reg AB Section 31 by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company "Servicer Information”"), or (2B) the omission or alleged omission to state in the Company Servicer Information a material fact required to be stated in the Company Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Servicer Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg ABSection 31, including any failure by the Company Servicer to identify pursuant to Section 2(f)(ii31.06(b) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Servicer of a representation or warranty set forth in Section 2(b)(i31.02(a) or in a writing furnished pursuant to Section 2(b)(ii31.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Servicer of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii31.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Servicer shall promptly reimburse the PurchaserOwner, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the CompanyServicer, any Subservicer, any Participating Entity Subservicer or any Third-Party OriginatorSubcontractor. (ii) (Ai) Any failure by the CompanyServicer, any Subservicer, Subservicer or any Subcontractor or any Third-Party Originator to deliver any information, report, certification, Static Pool Party static pool information, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (includingSection 31, without limitation, or any statement, writing or notification required breach by the Servicer of a representation or warranty set forth in Section 2)31.02(a) or in a writing furnished pursuant to Section 31.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 31.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanyServicer; 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 Company Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 31.04 or 31.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 31.06(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered shall constitute an Event of Default with respect to the Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Neither the Owner nor any Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. The Servicer shall promptly reimburse the Owner (or any designee of the Owner, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Owner (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Owner or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (i) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, Purchaser and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person responsible for the 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, ; each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, officers and employees and agents of each of the foregoing and of the DepositorDepositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any claims, 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: (A) (1) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ ' letter or other material provided in written or electronic form format provided under this Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “"Company Information”"), or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii8.14(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; orParticipating Entity; (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i8.14(b)(i) or in a writing furnished pursuant to Section 2(b)(ii8.14(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii8.14(b)(ii) to the extent made as of a date subsequent to such closing date. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Company on the other. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation Reg AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s 's receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is will result or has resulted in the Purchaser's or its affiliated sponsor's loss of a nature that is incapable of cure and right, for which failure may reasonably be expected have a material and adverse effect on the Purchaser or Depositor cannot obtain a waiver from the Commission, to maintain any Depositor in connection with a registration statement relating to securitization transactions of the same type as the Securitization TransactionTransactions contemplated hereunder) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, ] and shall entitle the Purchaser or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement related thereto without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement related thereto to the contrary) of any compensation to the CompanyCompany (and if the Company is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably acceptable to any Master Servicer for such Securitization Transaction); provided provided, however it is understood that the Company shall remain entitled to receive reimbursement for all unreimbursed Monthly Advances and Servicing Advances made by the Company under this Agreement and/or any applicable Reconstitution Agreement. Notwithstanding anything to the contrary set forth herein, 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 Company as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Counterparty shall indemnify CHL and the Purchaserrelated Depositor, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization TransactionSPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization TransactionAct; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor(each, a “Indemnified Party”), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter consent or other material provided in written or electronic form under this Amendment Reg AB Agreement by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Counterparty (collectively, the “Company Information”), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company Counterparty of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii3(a) and made as of a date prior to the closing date of the related Securitization TransactionClosing Date, to the extent that such breach is not cured by such closing datethe Closing Date, or any breach by the Company Counterparty of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) 3 to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party OriginatorClosing Date. (iib) Nothing in this agreement shall be construed to allow the Indemnified Party to recover punitive, consequential, incidental, exemplary or special damages or lost profits from the indemnifying party. (Ai) Any failure Pre-Closing Termination Event or any breach by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by Counterparty of a representation or warranty set forth in Section 23 and made as of a date prior to the Closing Date, to the extent that such Pre-Closing Termination Event or breach is not cured by the Closing Date (or in the case of information needed for purposes of printing the Prospectus Supplement, the date of printing of the Prospectus Supplement), shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, constitute an Additional Termination Event (as defined in the event that Master Agreement) with the Counterparty as the sole Affected Party (as defined in the Master Agreement) under the Derivative Agreement. Following such failure is termination, a termination payment (if any) shall be payable by the applicable party as determined by the application of a nature that is incapable Section 6(e)(ii) of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Master Agreement, with Market Quotation and shall entitle Second Method being the Purchaser or Depositor, as applicable, in its sole discretion to terminate applicable method for determining the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without termination payment (notwithstanding anything in this Agreement or any applicable Reconstitution the Derivative Agreement to the contrary). (ii) If the Counterparty has failed to make a Required Substitution when and as required under Section 2, which continues unremedied for the lesser of ten calendar days after the date on which such information, report, or accountants’ consent was required to be delivered or such period in which the applicable Exchange Act Report for which such information is required can be timely filed (without taking into account any extensions permitted to be filed), or if the Counterparty has failed to make a Required Substitution as required under Section 3 within the period in which the applicable Exchange Act Report for which such information is required can be timely filed, then an Additional Termination Event (as defined in the Master Agreement) shall have occurred with the Counterparty as the sole Affected Party. In the event that an Early Termination Date is designated in connection with such Additional Termination Event, a termination payment (if any) shall be payable by the applicable party as of the Early Termination Date as determined by the application of Section 6(e)(ii) of any compensation the Master Agreement, with Market Quotation and Second Method being the applicable method for determining the termination payment (notwithstanding anything in the Derivative Agreement to the Company; provided contrary). (iii) In the event that to the extent that any provision Counterparty or the SPV has found a replacement entity in accordance with a Required Substitution, the Counterparty shall promptly reimburse the SPV for all reasonable incidental expenses incurred by the SPV, as such are incurred, in connection with the termination of the Counterparty as counterparty and the entry into a new Derivative Agreement. The provisions of this paragraph shall not limit whatever rights the SPV may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicerotherwise, whether in equity or at law, such provision shall be given effectas an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Counterparty shall indemnify CHL and the Purchaserrelated Depositor, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization TransactionSPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization TransactionAct; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositorforegoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter ' consent or other material provided in written or electronic form under this Amendment Reg AB Section 2 by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Counterparty (collectively, the “"Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company Counterparty of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii3(a) and made as of a date prior to the closing date of the related Securitization TransactionClosing Date, to the extent that such breach is not cured by such closing datethe Closing Date, or any breach by the Company Counterparty of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii3 to the extent made as of a date subsequent to the Closing Date. (i) Any failure by the Counterparty to deliver any information, report, accountants' consent or other material when and in any case only as required under Section 2 or any breach by the Counterparty of a representation or warranty set forth in Section 3 and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date (or in the case of information needed for purposes of printing the Prospectus Supplement, the date of printing of the Prospectus Supplement), shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Additional Termination Event (as defined in the Master Agreement) with the Counterparty as the sole Affected Party (as defined in the Master Agreement) under the Derivative Agreement. In the event that an Early Termination Date is designated in connection with such Additional Termination Event, a termination payment (if any) shall be payable as of the Early Termination Date by the applicable party as determined by the application of Section 6(e)(ii) of the Master Agreement, with Market Quotation and Second Method being the applicable method for determining the termination payment (notwithstanding anything in the Derivative Agreement to the contrary). (ii) If the Counterparty has failed to deliver any information, report, or accountants' consent when and as required under Section 2, which continues unremedied for the lesser of ten calendar days after the date on which such information, report, or accountants' consent was required to be delivered or such period in which the applicable Exchange Act Report for which such information is required can be timely filed (without taking into account any extensions permitted to be filed), or if the Counterparty has provided Company Information any breach by the Counterparty of a representation or warranty pursuant to Section 3 to the extent made as of a date subsequent to such closing date. In , and the case of Counterparty has not, at its own cost, within the period in which the applicable Exchange Act Report for which such information is required can be timely filed, caused another entity (which meets any failure of performance described applicable ratings threshold in clause the Derivative Agreement) to replace the Counterparty as party to the Derivative Agreement that (i)(Bi) has signed an agreement with CHL and the Depositors substantially in the form of this SectionAgreement, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator has agreed to deliver any information, report, certification, certification or accountants’ letter or other material ' consent when and as required under this Amendment Regulation AB Section 2 hereof and (including, without limitation, iii) is approved by the Depositor (which approval shall not be unreasonably withheld) and any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraphrating agency, if not cured within three applicable, on terms substantially similar to the Derivative Agreement, then an Additional Termination Event (3as defined in the Master Agreement) Business Days of shall have occurred with the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in Counterparty as the sole Affected Party. In the event that such failure an Early Termination Date is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor designated in connection with such Additional Termination Event, a Securitization Transactiontermination payment (if any) constitute an Event shall be payable by the applicable party as of Default with respect to the Company under this Agreement and any applicable Reconstitution Early Termination Date as determined by the application of Section 6(e)(ii) of the Master Agreement, with Market Quotation and shall entitle Second Method being the Purchaser or Depositor, as applicable, in its sole discretion to terminate applicable method for determining the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without termination payment (notwithstanding anything in this Agreement or any applicable Reconstitution the Derivative Agreement to the contrary). (iii) In the event that the Counterparty or the SPV has found a replacement entity in accordance with Section 4(b)(ii) , the Counterparty shall promptly reimburse the SPV for all reasonable incidental expenses incurred by the SPV, as such are incurred, in connection with the termination of any compensation to the Company; provided that to Counterparty as counterparty and the extent that any provision entry into a new Derivative Agreement. The provisions of this paragraph shall not limit whatever rights the SPV may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicerotherwise, whether in equity or at law, such provision shall be given effectas an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (ia) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided under this Article 17 by or on behalf of the Seller, or provided in written or electronic form under this Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB Article 17 by or on behalf of any Subservicer, Participating Entity or, if applicable, Subcontractor or Third-Party Originator (collectively, the “Company Seller/Servicer Information”), or (2B) the omission or alleged omission to state in the Company Seller/Servicer Information a material fact required to be stated in the Company Seller/Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Seller/Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller/Servicer Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg ABArticle 17, including any failure by the Company Seller to identify pursuant to Section 2(f)(ii17.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Ciii) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(i17.02(a) or in a writing furnished pursuant to Section 2(b)(ii17.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii17.02(b) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the CompanySeller, any Subservicer, any Participating Entity Subcontractor or any Third-Party Originator. (iib) (Ai) Any failure by the CompanySeller, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (includingArticle 17, without limitation, or any statement, writing or notification required breach by the Seller of a representation or warranty set forth in Section 2)17.02(a) or in a writing furnished pursuant to Section 17.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Section 17.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (Bii) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company Seller as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the CompanySeller; 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 Company Seller as servicer, such provision shall be given effect.

Indemnification; Remedies. (ia) The Company Counterparty shall indemnify CHL and the Purchaserrelated Depositor, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization TransactionSPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d15d-14 (d) under the Exchange Act with respect to such Securitization TransactionAct; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositorforegoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter ' consent or other material provided in written or electronic form under this Amendment Reg AB Section 2 by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Counterparty (collectively, the “"Company Information”"), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (Cii) any breach by the Company Counterparty of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii3(a) and made as of a date prior to the closing date of the related Securitization TransactionClosing Date, to the extent that such breach is not cured by such closing datethe Closing Date, or any breach by the Company Counterparty of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii3 to the extent made as of a date subsequent to the Closing Date. (i) Any failure by the Counterparty to deliver any information, report, accountants' consent or other material when and in any case only as required under Section 2 or any breach by the Counterparty of a representation or warranty set forth in Section 3 and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date (or in the case of information needed for purposes of printing the Prospectus Supplement, the date of printing of the Prospectus Supplement), shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Additional Termination Event (as defined in the Master Agreement) with the Counterparty as the sole Affected Party (as defined in the Master Agreement) under the Derivative Agreement. In the event that an Early Termination Date is designated in connection with such Additional Termination Event, a termination payment (if any) shall be payable as of the Early Termination Date by the applicable party as determined by the application of Section 6(e)(ii) of the Master Agreement, with Market Quotation and Second Method being the applicable method for determining the termination payment (notwithstanding anything in the Derivative Agreement to the contrary). (ii) If the Counterparty has failed to deliver any information, report, or accountants' consent when and as required under Section 2, which continues unremedied for the lesser of ten calendar days after the date on which such information, report, or accountants' consent was required to be delivered or such period in which the applicable Exchange Act Report for which such information is required can be timely filed (without taking into account any extensions permitted to be filed), or if the Counterparty has provided Company Information any breach by the Counterparty of a representation or warranty pursuant to Section 3 to the extent made as of a date subsequent to such closing date. In , and the case of Counterparty has not, at its own cost, within the period in which the applicable Exchange Act Report for which such information is required can be timely filed, caused another entity (which meets any failure of performance described applicable ratings threshold in clause the Derivative Agreement) to replace the Counterparty as party to the Derivative Agreement that (i)(Bi) has signed an agreement with CHL and the Depositors substantially in the form of this SectionAgreement, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator has agreed to deliver any information, report, certification, certification or accountants’ letter or other material ' consent when and as required under this Amendment Regulation AB Section 2 hereof and (including, without limitation, iii) is approved by the Depositor (which approval shall not be unreasonably withheld) and any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraphrating agency, if not cured within three applicable, on terms substantially similar to the Derivative Agreement, then an Additional Termination Event (3as defined in the Master Agreement) Business Days of shall have occurred with the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in Counterparty as the sole Affected Party. In the event that such failure an Early Termination Date is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor designated in connection with such Additional Termination Event, a Securitization Transactiontermination payment (if any) constitute an Event shall be payable by the applicable party as of Default with respect to the Company under this Agreement and any applicable Reconstitution Early Termination Date as determined by the application of Section 6(e)(ii) of the Master Agreement, with Market Quotation and shall entitle Second Method being the Purchaser or Depositor, as applicable, in its sole discretion to terminate applicable method for determining the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without termination payment (notwithstanding anything in this Agreement or any applicable Reconstitution the Derivative Agreement to the contrary). (iii) In the event that the Counterparty or the SPV has found a replacement entity in accordance with Section 4(b)(ii) , the Counterparty shall promptly reimburse the SPV for all reasonable incidental expenses incurred by the SPV, as such are incurred, in connection with the termination of any compensation to the Company; provided that to Counterparty as counterparty and the extent that any provision entry into a new Derivative Agreement. The provisions of this paragraph shall not limit whatever rights the SPV may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicerotherwise, whether in equity or at law, such provision shall be given effectas an action for damages, specific performance or injunctive relief.

Indemnification; Remedies. (i) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaserPurchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1) 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 Amendment Reg AB by or on behalf of the CompanySeller, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator Subservicer or Subcontractor (collectively, the “Company Seller Information”), or (2) the omission or alleged omission to state in the Company Seller Information a material fact required to be stated in the Company Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Seller Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the CompanySeller, any Subservicer, any Participating Entity Subservicer or any Third-Party Originator Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company Seller to identify pursuant to Section 2(f)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company Seller of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company Seller shall promptly reimburse the Purchaser, any 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the CompanySeller, any Subservicer, any Participating Entity Subservicer or any Third-Party OriginatorSubcontractor. (ii) The Purchaser and each Person who controls the Purchaser shall indemnify the Company, each affiliate of the Company, each Person who controls any of such parties or the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Company, 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: (A) Any failure by (1) any untrue statement of a material fact contained or alleged to be contained in any offering materials related to a Securitization Transaction, including without limitation the Companyregistration statement, prospectus, prospectus supplement, any Subservicerprivate placement memorandum, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB (including, without limitationoffering circular, any statementcomputational materials, writing and any amendments or notification supplements to the foregoing (collectively, the “Securitization Materials”) or (2) the omission or alleged omission to state in the Securitization Materials a material fact required by a representation to be stated in the Securitization Materials or warranty set forth necessary in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of order to make the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace periodstatements therein, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations light of the Company as servicer circumstances under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; provided that which they were made, not misleading, but only to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights such untrue statement or obligations following termination of alleged untrue statement or omission or alleged omission is other than a statement or omission arising out of, resulting from, or based upon the Company as servicer, such provision shall be given effectInformation.

Indemnification; Remedies. (ia) The Company Each of the Seller and the Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, Assignee and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; the Master Servicer, each Person responsible for the 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(d15d- 14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)) and any affiliated broker/dealer directly involved in the Securitization Transaction; and the respective present and former directors, officers, officers and employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (Ai) (1A) any untrue statement of a material fact contained or alleged to be contained in any written information, written report, certification, accountants’ letter certification or other material provided in written or electronic form under this Amendment Reg AB Agreement by or on behalf of the CompanySeller or Servicer, as applicable, or provided under this Amendment Reg AB Agreement by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “Company Information”), or (2B) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (Bii) any failure by the CompanyServicer, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg ABAgreement, including any the failure to by the Company Servicer to identify pursuant to Section 2(f)(iiSubsection 35.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation ABParticipating Entity; or (Ciii) any breach by the Company Seller or the Servicer, as applicable, of a representation or warranty set forth in Section 2(b)(iSubsection 35.02(a) or in a writing furnished pursuant to Section 2(b)(iiSubsection 35.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company Seller or the Servicer, as applicable, of a representation or warranty in a writing furnished pursuant to Section 2(b)(iiSubsection 35.02(b) to the extent made as of a date subsequent to such closing date; or (iv) the gross negligence of the Servicer in connection with its performance under Section 35.04 or Section 35.05 of this APPENDIX C Regulation AB Addendum. This indemnification shall survive the termination of this Agreement or any party to this Agreement. In the case of any failure of performance described in clause (i)(Ba)(ii) of this Section, the Company Seller or the Servicer, as applicable, shall promptly reimburse the PurchaserAssignee, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the CompanySeller, Servicer, any Subservicer, any Participating Entity or any Third-Party Originator. (iib) (Ai) Any failure by the CompanySeller or the Servicer, any Subservicer, any Subcontractor Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Regulation AB Agreement, which continues unremedied for nine (including9) Business Days after receipt by the Seller or the Servicer, without limitationas applicable, any statementand the applicable Subservicer, writing Subcontractor, or notification required by a representation Third-Party Originator of written notice of such failure from the Assignee or warranty set forth in Section 2), Depositor shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is of a nature that is incapable of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a Securitization Transaction) constitute an Event of Default with respect to the Company Seller or the Servicer, as applicable, under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer Servicer under this Agreement and/or any applicable Reconstitution Agreement related thereto without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement related thereto to the contrary) of any compensation to the CompanyServicer; provided provided, however it is understood that the Servicer shall remain entitled to receive reimbursement for all unreimbursed Monthly Advances and Servicing Advances made by the Servicer under this Agreement and/or any applicable Reconstitution Agreement. Notwithstanding anything to the contrary set forth herein, 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 Company as servicerServicer, such provision shall be given effect.

Indemnification; Remedies. (i) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person responsible for the 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 such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) (1) 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 Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if applicable, Third-Party Originator (collectively, the “"Company Information”"), or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated 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; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any Subcontractor “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB; or (C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the 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 such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ ' letter or other material not delivered as required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator. (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ ' letter or other material when and as required under this Amendment Regulation AB (including, without limitation, any statement, writing or notification required by a representation or warranty set forth in Section 2), shall, except as provided in clause (B) of this paragraph, if not cured within three (3) Business Days of the Company’s 's receipt of notice of such failure (or immediately and automatically, without notice or grace period, in the event that such failure is will result or has resulted in the Purchaser's or its affiliated sponsor's loss of a nature that is incapable its right to maintain any registration statement relating to securitization transactions of cure and which failure may reasonably be expected have a material and adverse effect on the Purchaser or any Depositor in connection with a same type as the Securitization TransactionTransactions contemplated hereunder) constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; 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 Company as servicer, such provision shall be given effect.