Common use of Indemnification; Remedies Clause in Contracts

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM Information"), or (ii) the omission or alleged omission to state in the GMACM Information a material fact required to be stated in the GMACM Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee Custodian shall indemnify the Depositor, each affiliate of the Depositor, GMACM Depositor and each affiliate broker dealer acting as underwriter, placement agent or initial purchaser of GMACM, the Certificates or each Person who controls any of such parties (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 shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 the Custodian Disclosure and any information information, report, certification, accountants’ attestation or other material provided under this Section 29 by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act Custodian (collectively, the "GMACM “Custodian Information"”), or (ii) the omission or alleged omission to state in the GMACM Custodian Information a material fact required to be stated in the GMACM Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. ; or (dii) Notwithstanding any provision in failure by the Custodian to deliver any information, report, certification, accountants’ attestation or other material when and as required under this Section 10.04 to 29. This indemnification shall survive the contrarytermination of this Custodial Agreement or the termination, resignation or removal of the Custodian. In the case of any failure of performance described in clause (ii) of the immediately preceding paragraph, the parties agree that none of the Owner Trustee, Custodian shall promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification, accountants’ letter or GMACM shall be liable to other material not delivered as required by the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partyCustodian.

Indemnification; Remedies. (a) The Owner Indenture Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Servicer and each affiliate of GMACMthe Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification certification, accountants' attestation or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X IX by or on behalf of the Owner Indenture Trustee (collectively, the "Owner Indenture Trustee Information"), or (B) the omission or alleged omission to state in Owner the Indenture Trustee Information a material fact required to be stated in Owner the Indenture Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Indenture Trustee to deliver any information, report, certification certification, or other material when and as required under Sections 10.02 and 10.03this Article IX, other than a failure by the Indenture Trustee to deliver an accountants' attestation. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a9.05(a), as well as a failure to deliver an accountants' attestation, the Owner Indenture Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered by the Owner Indenture Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Servicer shall indemnify the Owner Indenture Trustee, each affiliate of the Owner Indenture Trustee and the respective present and former directors, officers, employees and agents of the Owner Indenture Trustee, 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 provided under this Servicing Agreement by or on behalf of the Depositor or GMACM Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM Information"), or (ii) the omission or alleged omission to state in the GMACM Information a material fact required to be stated in the GMACM Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 9.05 to the contrary, the parties agree that none of the Owner Indenture Trustee, the Depositor or GMACM the Servicer shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee Custodian shall indemnify the Depositor, each affiliate of the Depositor, GMACM EMC and each affiliate broker dealer acting as underwriter, placement agent or initial purchaser of GMACM, the Certificates or each Person who controls any of such parties (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 shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information information, report, certification, accountants’ attestation or other material provided under this Article IV by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act Custodian (collectively, the "GMACM “Custodian Information"”), or (iiB) the omission or alleged omission to state in the GMACM Custodian Information a material fact required to be stated in the GMACM Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.; or (dii) Notwithstanding any provision failure by the Custodian to deliver any information, report, certification, accountants’ attestation or other material when and as required under this Article IV; or (iii) the negligence, bad faith or willful misconduct of the Custodian in the performance of its obligations under this Section 10.04 to Article IV. In the contrarycase of any failure of performance described in clause (ii) above, the parties agree that none Custodian shall promptly reimburse the Depositor, the Master Servicer and the Securities Administrator for all costs reasonably incurred by any of such Persons in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Custodian. In no event shall the Custodian or its directors, officers, and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the Owner Trustee, possibility of such damages. This indemnification shall survive the Depositor termination of this Agreement or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partytermination of the Custodian.

Indemnification; Remedies. (a) The Owner Trustee Custodian shall indemnify the Depositor, each affiliate of the Depositor, GMACM EMC and each affiliate broker dealer acting as underwriter, placement agent or initial purchaser of GMACM, the Certificates or each Person who controls any of such parties (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 shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in the Custodian Disclosure and any information information, report, certification, accountants’ attestation or other material provided under this Article IV by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act Custodian (collectively, the "GMACM “Custodian Information"”), or (iiB) the omission or alleged omission to state in the GMACM Custodian Information a material fact required to be stated in the GMACM Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Custodian to deliver any information, report, certification, accountants’ attestation or other material when and as required under this Article IV. (diii) Notwithstanding the negligence, bad faith or willful misconduct of the Custodian in the performance of its obligations under this Article IV. (b) In the case of any provision failure of performance described in this clause (ii) of Section 10.04 to the contrary4.5(a), the parties agree that none Custodian shall promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Custodian. (c) In no event shall the Custodian or its directors, officers, and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the Owner Trustee, possibility of such damages. This indemnification shall survive the Depositor termination of this Agreement or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partytermination of the Custodian.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XI by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article XI. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a11.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Trust Agreement by or on behalf of the Depositor or GMACM the Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 11.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM the Master Servicer shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee Wilmington shall indemnify the Depositor, each affiliate of the Depositor, GMACM Residential Funding and each affiliate of GMACMResidential Funding, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.0111.01, 10.02 11.02 or 10.03 11.03 of this Article X XI by or on behalf of the Owner Trustee Wilmington (collectively, the "Owner Trustee Wilmington Information"), or (B) the omission or alleged omission to state in Owner Trustee Wilmington Information a material fact required to be stated in Owner Trustee Wilmington Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee Wilmington to deliver any information, report, certification or other material when and as required under Sections 10.02 11.02 and 10.0311.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a11.04(a), the Owner Trustee Wilmington shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee Wilmington as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM Residential Funding shall indemnify the Owner TrusteeWilmington, each affiliate of the Owner Trustee Wilmington and the respective present and former directors, officers, employees and agents of the Owner TrusteeWilmington, 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 provided by or on behalf of the Depositor or GMACM Residential Funding for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 11.04 to the contrary, the parties agree that none of the Owner TrusteeWilmington, the Depositor or GMACM Residential Funding shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Servicer and each affiliate of GMACMthe Servicer, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article XII. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Trust Agreement by or on behalf of the Depositor or GMACM the Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “IndyMac Information"”), or (ii) the omission or alleged omission to state in the GMACM IndyMac Information a material fact required to be stated in the GMACM IndyMac Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM the Servicer shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee Custodian shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer, the Securities Administrator and each affiliate broker dealer acting as underwriter, placement agent or initial purchaser of GMACM, the Certificates or each Person who controls any of such parties (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 foregoingforegoing (each, and shall hold each of them harmless from and against any claims, losses, liabilities (including penaltiesan “Indemnified Party”), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in the Custodian Disclosure and any information information, report, certification, accountants’ attestation or other material provided under this Article IV by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act Custodian (collectively, the "GMACM “Custodian Information"”), or (iiB) the omission or alleged omission to state in the GMACM Custodian Information a material fact required to be stated in the GMACM Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Custodian to deliver any information, report, certification, accountants’ attestation or other material when and as required under this Article IV; or (iii) the negligence, bad faith or willful misconduct of the Custodian in the performance of its obligations under this Article IV. (db) Notwithstanding In the case of any provision failure of performance described in this clause (ii) of Section 10.04 4.5(a), the Custodian shall promptly reimburse the Depositor, the Securities Administrator and the Master Servicer for all costs reasonably incurred by the Depositor and the Master Servicer, respectively, in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Custodian. (c) In no event shall the Custodian or its directors, officers and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Custodian agrees that it shall contribute to the contraryamount 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 parties agree that none relative fault of such Indemnified Party on the one hand and the Custodian on the other. This indemnification shall survive the termination of this Agreement or the termination of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partyCustodian.

Indemnification; Remedies. (a) The Owner Indenture Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Servicer and each affiliate of GMACMthe Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification certification, accountants' attestation or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X IX by or on behalf of the Owner Indenture Trustee (collectively, the "Owner Indenture Trustee Information"), or (B) the omission or alleged omission to state in Owner the Indenture Trustee Information a material fact required to be stated in Owner the Indenture Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Indenture Trustee to deliver any information, report, certification certification, or other material when and as required under Sections 10.02 and 10.03this Article IX, other than a failure by the Indenture Trustee to deliver an accountants' attestation. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a9.05(a), as well as a failure to deliver an accountants' attestation, the Owner Indenture Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered by the Owner Indenture Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Servicer shall indemnify the Owner Indenture Trustee, each affiliate of the Owner Indenture Trustee and the respective present and former directors, officers, employees and agents of the Owner Indenture Trustee, 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 provided under this Servicing Agreement by or on behalf of the Depositor or GMACM Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 9.05 to the contrary, the parties agree that none of the Owner Indenture Trustee, the Depositor or GMACM the Servicer shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the DepositorCompany, each affiliate of the DepositorCompany, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification certification, accountants' attestation or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants' attestation. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), as well as a failure to deliver an accountants' attestation, the Owner Trustee shall (i) promptly reimburse the Depositor Company for all costs reasonably incurred by the Depositor Company in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor Company to mitigate any damages that may result from such failure. (c) The Depositor Company and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor Company or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 12.05 to the contrary, the parties agree that none of the Owner Trustee, the Depositor Company or GMACM the Master Servicer shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party. EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ___________ __, ____. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[ ] OF OID PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS [ ]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[ ] PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.] Certificate No. [ %][Variable] Pass-Through Rate [based on a Notional Amount] Class A- Senior Date of Pooling and Servicing [Percentage Interest: %] Agreement and Cut-off Date: ___________ 1, ____ Aggregate Initial [Certificate Principal Balance] [[Interest Only/Class A-V] Notional First Distribution Date: Amount] [Subclass Notional Amount] of the _________ 25, ____ Class A- Certificates:

Indemnification; Remedies. (a) The Owner Indenture Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer and each affiliate broker dealer acting as underwriter, placement agent or Initial Purchaser of GMACM, the Notes or each Person who controls any of such parties (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 shall hold each of them harmless from and against any claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification certification, accountants' attestation or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X IX by or on behalf of the Owner Indenture Trustee (collectively, the "Owner Indenture Trustee Information"), or (B) the omission or alleged omission to state in Owner the Indenture Trustee Information a material fact required to be stated in Owner the Indenture Trustee 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 Indenture Trustee Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Indenture Trustee Information or any portion thereof is presented together with or separately from such other information; or (ii) any failure by the Owner Indenture Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article IX, other than a failure by the Indenture Trustee to deliver the accountants' attestation. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a9.05(a), the Owner Indenture Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered as required by the Owner Indenture Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Master Servicer shall indemnify the Owner Indenture Trustee, each affiliate of the Owner Indenture Trustee or each Person who controls the Indenture Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of the Owner Indenture Trustee, 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 provided under this Servicing Agreement by or on behalf of the Depositor or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, howeverby way of clarification, that clause (ii) of this paragraph shall be construed solely by reference to the RFC Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the RFC Information or any portion thereof is presented together with or separately from such limitation shall not be applicable with respect to third party claims made against a partyother information.

Indemnification; Remedies. (a) The Owner Trustee Sellers shall jointly and severally indemnify the Depositorand hold harmless Buyer and its successors and assigns at all times after each Closing Date against and in respect of any damage, each affiliate of the Depositorloss, GMACM and each affiliate of GMACMcost, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses expense or liability (including reasonable fees and expenses attorneys’ fees) (i) resulting to Buyer from any breach of attorneys orany representation, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain warranty or covenant by Sellers arising out of or based upon: (i) (A) any untrue statement of a material fact contained relating to the transactions contemplated by this Agreement or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) resulting to Buyer from any failure by claims arising out of or relating to the Owner Trustee use, conduct and ownership of the Business or Acquired Assets prior to deliver any informationApril 20, report, certification or other material when and as required under Sections 10.02 and 10.032024. (b) In Sellers, jointly and severally, shall indemnify Buyer for any breaches under the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failureEmployment Agreement. (c) The Depositor and GMACM Buyer shall indemnify the Owner Trusteeand hold harmless Sellers and its successors and assigns, at all times after each affiliate Closing Date against and in respect of the Owner Trustee and the respective present and former directorsany damage, officersloss, employees and agents cost, expense or liability (including reasonable attorneys’ fees) (i) resulting to Sellers from any breach of the Owner Trusteerepresentation, 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 warranty or covenant by Buyer arising out of or based upon (i) any untrue statement of a material fact contained or alleged relating to be contained in any information provided the transactions contemplated by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM Information"), this Agreement or (ii) resulting to Sellers from any claims arising out of or relating to the omission or alleged omission to state in the GMACM Information a material fact required to be stated in the GMACM Information or necessary in order to make the statements thereinuse, in the light conduct and ownership of the circumstances under which they were madeBusiness or Acquired Assets on or after April 20, not misleading2024. (d) Notwithstanding Each of the parties hereunder shall give the other prompt notice of any provision in this Section 10.04 demands, claims, actions or causes of action which might give rise to the contrarya claim by any of them for indemnification hereunder. (e) In addition, the parties agree that none of the Owner Trustee, the Depositor or GMACM they shall be liable entitled to the other for any consequential an injunction or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability)injunctions, or any other legal appropriate form of specific performance or equitable principle; providedrelief, howeverto prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the California Courts, that such limitation shall not be applicable with respect this being in addition to third party claims made against a party.any other remedy to which they are entitled at law or in equity

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 42 (2020-A Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2020-A Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2021-C Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 41 (2016-B Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 42 (2016-B Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; oror 42 (2022-B Amended and Restated Trust Agreement) (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2022-B Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon:: 42 (2020-B Amended and Restated Trust Agreement) (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2020-B Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XI by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article XI. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a11.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Trust Agreement by or on behalf of the Depositor or GMACM the Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 11.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM the Master Servicer shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. [SIGNATURE PAGE FOLLOWS]

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 42 (2024-A Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2024-A Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2021-B Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, Depositor 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.0111.01, 10.02 11.02 or 10.03 11.03 of this Article X II by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Wachovia Information"), or (B) the omission or alleged omission to state in Owner Trustee the Wachovia Information a material fact required to be stated in Owner Trustee the Wachovia Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 11.02 and 10.0311.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a11.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM [ ] Information"), or (ii) the omission or alleged omission to state in the GMACM [ ] Information a material fact required to be stated in the GMACM [ ] Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 11.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading., to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. 41 (2019-B Amended and Restated Trust Agreement) (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 42 (2019-B Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 42 (2024-C Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2024-C Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 42 (2025-A Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2025-A Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon:: 41 (2017-A Amended and Restated Trust Agreement) (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 42 (2017-A Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 this Article 12. 39 (20[__]-[_] Amended and 10.03.Restated Trust Agreement) (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; oror 41 (2017-B Amended and Restated Trust Agreement) (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 42 (2017-B Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; oror 41 (2018-B Amended and Restated Trust Agreement) (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 42 (2018-B Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon:: 40 (2016-A Amended and Restated Trust Agreement) (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 41 (2016-A Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Indenture Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Servicer and each affiliate of GMACMthe Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification certification, accountants' attestation or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X IX by or on behalf of the Owner Indenture Trustee (collectively, the "Owner Indenture Trustee Information"), or (B) the omission or alleged omission to state in Owner the Indenture Trustee Information a material fact required to be stated in Owner the Indenture Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Indenture Trustee to deliver any information, report, certification certification, or other material when and as required under Sections 10.02 and 10.03this Article IX, other than a failure by the Indenture Trustee to deliver an accountants' attestation. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a9.05(a), as well as a failure to deliver an accountants' attestation, the Owner Indenture Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered by the Owner Indenture Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Servicer shall indemnify the Owner Indenture Trustee, each affiliate of the Owner Indenture Trustee and the respective present and former directors, officers, employees and agents of the Owner Indenture Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM Wachovia Information"), or (ii) the omission or alleged omission to state in the GMACM Wachovia Information a material fact required to be stated in the GMACM Wachovia Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 9.05 to the contrary, the parties agree that none of the Owner Indenture Trustee, the Depositor or GMACM the Servicer shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the DepositorCompany, each affiliate of the DepositorCompany, GMACM the Master Servicer and each affiliate of GMACM, the Master Servicer; 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification certification, accountants' attestation or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants' attestation. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), the Owner Trustee shall (i) promptly reimburse the Depositor Company for all costs reasonably incurred by the Depositor Company in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered as required by the Owner Trustee as required and (ii) cooperate with the Depositor Company to mitigate any damages that may result from such failure. (c) The Depositor Company and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee or each Person who controls the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor Company or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC 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 (ii) of this paragraph shall be construed solely by reference to the RFC Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the RFC Information or any portion thereof is presented together with or separately from such other information. (d) Notwithstanding any provision in this Section 10.04 12.05 to the contrary, the parties agree that none of the Owner Trustee, the Depositor Company or GMACM the Master Servicer shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party. EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [THIS CERTIFICATE IS AN [EXCHANGEABLE] [EXCHANGED] CERTIFICATE AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT AND MAY BE EXCHANGED FOR THE [EXCHANGEABLE] [EXCHANGED] CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.] EXHIBIT A-1 Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Aggregate Initial [Certificate Principal Balance] Servicing Agreement [Interest Only/Class A-V] [Notional Amount] and Cut-off Date: [Subclass Notional Amount] of the Class [A-___] [______________] Certificates: $________

Indemnification; Remedies. 6.1 All representations, warranties, covenants and obligations of the parties contained in this Agreement and in the agreements, instruments and other documents delivered pursuant to this Agreement will survive the Closing and the consummation of the Contemplated Transactions subject to the time limitations set forth in Section 6.6. The right of any party to indemnification under this Section 6 for breach of representation, warranty or covenant for any other matter in respect of which indemnification is to be provided under this Section 6 will not be effected by any investigation (including any environmental investigation or assessment) conducted by such party or any of its representatives, or any knowledge acquired (or capable of being acquired) by such party at any time, whether before or after the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, obligation or any other matter. The waiver by any party of any condition to its obligation to close, as set forth in Section 2.6 of this Agreement, based upon the accuracy of any representation or warranty of the other party, or on the performance of or compliance with any covenant or obligation of the other party, will not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants and obligations. 6.2 Seller shall, and hereby does, agree to indemnify and hold harmless the Buyer and its successors or assigns (“Buyer Indemnified Parties”), at all times from and after the Closing Date, against and in respect to any Damages, as hereinafter defined, in an amount up to, but not to exceed, the dollar amount of the Purchase Price less taxes and Closing costs paid by Seller on account of performing its obligations under this Agreement. "Damages," as used herein, shall include any claims, actions, demands, losses, liabilities (joint or several), penalties, damages, judgments, costs and expenses, including reasonable counsel fees incurred in investigating or in attempting to avoid the same, or to oppose the imposition thereto, or in enforcing the provisions of this paragraph, resulting to the Buyer Indemnified Parties from: (a) The Owner Trustee shall indemnify Any inaccurate representation made by the Depositor, each affiliate Seller in or under this Agreement; (b) Breach of any of the Depositorwarranties made by the Seller in or under this Agreement; (c) Breach or default in the performance by the Seller of any of the covenants to be performed by them hereunder; and (d) Any debts, GMACM and each affiliate liabilities, or obligations of GMACMthe Seller, whether accrued, absolute, contingent or otherwise, due or to become due other than obligations asserted against the Seller with respect to the ownership and/or operation of the Business, Assets or the Property after the Closing. 6.3 Buyer shall, and hereby does, agree to indemnify and hold harmless the respective present Seller and former directorsits successors or assigns (the “Seller Indemnified Parties”), officersat all times from and after the Closing Date against and in respect to any Damages, employees as hereinafter defined. "Damages," as used herein, shall include any claims, actions, demands, losses, liabilities (joint or several), penalties, damages, judgments, costs and agents expenses, including reasonable counsel fees incurred in investigating or in attempting to avoid the same, or to oppose the imposition thereto, or in enforcing the provisions of each this paragraph, resulting to the Seller Indemnified Parties from: (a) Any inaccurate representation made by the Buyer in or under this Agreement; (b) Breach of any of the foregoingwarranties made by the Buyer in or under this Agreement; (c) Breach or default in the performance by the Buyer of any of the covenants to be performed by it hereunder; (d) Any debts, liabilities, or obligations of the Buyer, whether accrued, absolute, contingent or otherwise, due or to become due other than obligations asserted against the Seller with respect to the ownership and/or operation of the Business, Assets or the Property after the Closing. 6.4 In addition to the indemnification obligations under Section 6.2, Seller hereby covenants and shall agrees that, to the fullest extent permitted by law, it will defend, indemnify and hold each of them harmless the Buyer Indemnified Parties from and against any claims, actions, demands, losses, liabilities (including penaltiesjoint or several), actionspenalties, suitsdamages, judgments, demands, damages, costs and expenses (expenses, including reasonable fees and expenses costs of attorneys orcleanup, as necessary, consultants and auditors containment or other remedial action and reasonable costs counsel fees incurred in investigating or in attempting to avoid the same, or to oppose the imposition thereto, or in enforcing the provisions of investigationsthis paragraph, resulting from, arising from or in connection with: (a) that any of them may sustain environmental, health and safety liabilities or obligations arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged relating to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf the conduct of the Owner Trustee (collectivelySeller or of any activity by Seller or any contractor thereof or relating to the Business, the "Owner Trustee Information"), Property or (B) the omission or alleged omission Assets prior to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingClosing; or (iib) any failure by bodily injury (including illness, disability or death, regardless of when such bodily injury occurred, was incurred or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the Owner Trustee to deliver any information, report, certification use of real property) or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 damage of or based upon to any party or any asset in any way arising from, or allegedly arising from, either (i) any untrue statement of a material fact contained activity conducted by Seller or alleged to be contained in any information provided by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM Information")contractor thereof, or (ii) any material that was released or allegedly released by Seller, the omission Seller or alleged omission any contractor thereof prior to state the Closing. 6.5 In addition to its indemnification obligations under Section 6.3, Buyer hereby covenants and agrees that, to the fullest extent permitted by law, it will defend, indemnify and hold harmless the Seller Indemnified Parties for, from and against any claims, actions, demands, losses, liabilities (joint or several), penalties, damages, judgments, costs and expenses, including costs of cleanup, containment or other remedial action and reasonable counsel fees incurred in investigating or in attempting to avoid the GMACM Information a material fact required same, or to be stated oppose the imposition thereto, or in enforcing the GMACM Information provisions of this paragraph, resulting from, arising from or necessary in order connection with: (a) any environmental, health and safety liabilities or obligations arising out of or relating to make the statements thereinconduct the Seller or of any activity by Buyer or WCA-Missouri or any contractor thereof or relating to the Business, in the light Property or the Assets after Closing; or (b) any bodily injury (including illness, disability or death, regardless of when such bodily injury occurred, was incurred or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the circumstances under which they were madeuse of real property) or other damage of or to any party or any asset in any way arising from, not misleading. or allegedly arising from, either (di) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability)activity conducted by Buyer, or any other legal contractor thereof, or equitable principle; provided(ii) any material that was released or allegedly released by Buyer, however, that such limitation shall not be applicable with respect to third party claims made against a partyor any contractor thereof after the Closing.

Indemnification; Remedies. (a) The Owner Trustee Custodian shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer, the Trustee and each affiliate broker dealer acting as underwriter, placement agent or initial purchaser of GMACM, the Certificates or each Person who controls any of such parties (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 foregoingforegoing (each, and shall hold each of them harmless from and against any claims, losses, liabilities (including penaltiesan “Indemnified Party”), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in the Custodian Disclosure and any information information, report, certification, accountants’ attestation or other material provided under this Article IV by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act Custodian (collectively, the "GMACM “Custodian Information"”), or (iiB) the omission or alleged omission to state in the GMACM Custodian Information a material fact required to be stated in the GMACM Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Custodian to deliver any information, report, certification, accountants’ attestation or other material when and as required under this Article IV; or (iii) the negligence, bad faith or willful misconduct of the Custodian in the performance of its obligations under this Article IV. (db) Notwithstanding In the case of any provision failure of performance described in this clause (ii) of Section 10.04 4.5(a), the Custodian shall promptly reimburse the Depositor and the Master Servicer for all costs reasonably incurred by the Depositor and the Master Servicer, respectively, in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Custodian. (c) In no event shall the Custodian or its directors, officers and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Custodian agrees that it shall contribute to the contraryamount 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 parties agree that none relative fault of such Indemnified Party on the one hand and the Custodian on the other. This indemnification shall survive the termination of this Agreement or the termination of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partyCustodian.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XI by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article XI. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a11.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM Information"), or (ii) the omission or alleged omission to state in the GMACM Information a material fact required to be stated in the GMACM Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the DepositorCompany, each affiliate of the DepositorCompany, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification certification, accountants’ attestation or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII by or on behalf of the Owner Trustee (collectively, the "Owner “Trustee Information"”), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants’ attestation. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), as well as a failure to deliver an accountants’ attestation, the Owner Trustee shall (i) promptly reimburse the Depositor Company for all costs reasonably incurred by the Depositor Company in order to obtain the information, report, certification certification, accountants’ attestation or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor Company to mitigate any damages that may result from such failure. (c) The Depositor Company and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor Company or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “[___] Information"”), or (ii) the omission or alleged omission to state in the GMACM [___] Information a material fact required to be stated in the GMACM [___] 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 (ii) of this paragraph shall be construed solely by reference to the [__] Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the [__] Information or any portion thereof is presented together with or separately from such other information. (d) Notwithstanding any provision in this Section 10.04 12.05 to the contrary, the parties agree that none of the Owner Trustee, the Depositor Company or GMACM the Master Servicer shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”) RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ___________ __, ___. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[____] OF OID PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS [_____]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[_______] PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.] Certificate No.__ [___%][Variable] Pass-Through Rate [based on a Notional Amount] Class A-_ Senior Date of Pooling and Servicing [Percentage Interest:___%] Agreement and Cut-off Date: ___________ 1, ____ Aggregate Initial [Certificate Principal Balance] [[Interest Only/Class A-V] Notional First Distribution Date: Amount] [Subclass Notional Amount] of the _________ 25, ____ Class A- ___Certificates:

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM Information"), or (ii) the omission or alleged omission to state in the GMACM Information a material fact required to be stated in the GMACM Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee Custodian shall indemnify the Depositor, each affiliate of the Depositor, GMACM Depositor and each affiliate broker dealer acting as underwriter, placement agent or initial purchaser of GMACM, the Certificates or each Person who controls any of such parties (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 shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in the Custodian Disclosure and any information information, report, certification, accountants’ attestation or other material provided under this Article IV by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act Custodian (collectively, the "GMACM “Custodian Information"”), or (iiB) the omission or alleged omission to state in the GMACM Custodian Information a material fact required to be stated in the GMACM Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Custodian to deliver any information, report, certification, accountants’ attestation or other material when and as required under this Article IV. (diii) Notwithstanding the negligence, bad faith or willful misconduct of the Custodian in the performance of its obligations under this Article IV. (b) In the case of any provision failure of performance described in this clause (ii) of Section 10.04 to the contrary4.5(a), the parties agree that none Custodian shall promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Custodian. (c) In no event shall the Custodian or its directors, officers, and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the Owner Trustee, possibility of such damages. This indemnification shall survive the Depositor termination of this Agreement or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partytermination of the Custodian.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 42 (2015-A Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2015-A Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII (other than the attestation delivered under Section 12.04(b)) by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; oror 152 (ii) any failure by the Owner Trustee to deliver any information, report, certification certification, or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants' attestation under Section 12.04(b); provided, however, that in no event will the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(a), even if advised of the possibility of such damages. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered as required by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee or each Person who controls the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that in no event will the Depositor or the Master Servicer be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(c), even if advised of the possibility of such limitation shall not be applicable with respect to third party claims made against a party.damages. 153

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 42 (2022-A Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2022-A Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 41 (2013-B Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 42 (2013-B Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee Servicer shall indemnify and hold harmless the Depositor, each affiliate of the DepositorTrustee, GMACM the Securities Administrator and the Master Servicer and each affiliate of GMACM, and the respective present and former directors, its officers, employees directors and agents of each of the foregoing, and shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, and shall hold each of them harmless affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgmentsjudgments and other costs and expenses arising out of or based upon a breach of the obligations of the Servicer under Sections 7A.03, 7A.04 or 7A.05 or the Servicer's negligence, bad faith or willful misconduct in connection therewith. In addition, the Servicer shall indemnify and hold harmless the Depositor and each of its officers, directors and affiliates and the Master Servicer from and against any other losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, fees judgments and other costs and expenses that any of them may sustain arising out of or based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Annual Statement of Compliance, the Assessment of Compliance, the Accountant's Attestation, Sarbanes Certification, Exchange Act report disclosure or alleged to be contained in any other information provided by or on behalf of the Depositor Servicer or GMACM for inclusion in on behalf of any report filed with Commission under subservicer or subcontractor of the Exchange Act Servicer pursuant to Sections 7A.03, 7A.04 or 7A.05 (collectively, the "GMACM Servicer Information"), or (ii) the omission or alleged omission to state in the GMACM Information therein a material fact required to be stated in the GMACM Information therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; provided, by way of clarification, that clause (ii) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with the Certificates, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee, the Securities Administrator or the Master Servicer, as applicable, then the defaulting party, in connection with any conduct for which it is providing indemnification for under this Section7A.07, agrees that it shall contribute to the amount paid or payable by the other parties as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the respective parties. The indemnification provisions set forth in this Section 7A.07 shall survive the termination of the Purchase, Sale and Servicing Agreement or the termination of any party to this Agreement. The indemnity provided in this Section 7A.07 shall remain in full force and effect regardless of any investigation made by the Master Servicer, the Trustee, the Securities Administrator, Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-AF1 or the Depositor or its representatives. The provisions of this Section 7A.07 shall survive the termination of this Agreement. In the case of any failure of performance described in the first sentence of this Section, the Servicer shall promptly reimburse the Depositor and the Master Servicer 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. (di) Notwithstanding Any failure by the Servicer, any provision Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under this Article 7A shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Depositor in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Section 10.04 Agreement to the contrary, ) of any compensation to the parties agree that none Servicer (and if the Servicer is servicing any of the Owner TrusteeMortgage Loans, appoint a successor servicer reasonably acceptable to the Master Servicer); provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 7A.04 or 7A.05, including any failure by the Servicer to identify pursuant to Section 7A.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 shall entitle the Master Servicer or the Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (iii) The Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or GMACM shall be liable to the other for any consequential or punitive damages whatsoeverotherwise, whether in contractequity or at law, tort (including negligence and strict liability)such as an action for damages, specific performance or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partyinjunctive relief.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII (other than the attestation delivered under Section 12.04(b)) by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification certification, or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants' attestation under Section 12.04(b); provided, however, that in no event will the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(a), even if advised of the possibility of such damages. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered as required by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee or each Person who controls the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that in no event will the Depositor or the Master Servicer be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(c), even if advised of the possibility of such limitation shall not be applicable with respect to third party claims made against a party.damages. [SIGNATURE PAGES FOLLOW]

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 42 (2014-A Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2014-A Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII (other than the attestation delivered under Section 12.04(b)) by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; oror 148 (ii) any failure by the Owner Trustee to deliver any information, report, certification certification, or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants' attestation under Section 12.04(b); provided, however, that in no event will the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(a), even if advised of the possibility of such damages. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered as required by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee or each Person who controls the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that in no event will the Depositor or the Master Servicer be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(c), even if advised of the possibility of such limitation shall not be applicable with respect to third party claims made against a party.damages. [SIGNATURE PAGES FOLLOW] 149

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the DepositorCompany, each affiliate of the DepositorCompany, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII (other than the attestation delivered under Section 12.04(b)) by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification certification, or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants' attestation under Section 12.04(b); provided, however, that in no event will the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(a), even if advised of the possibility of such damages. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), the Owner Trustee shall (i) promptly reimburse the Depositor Company for all costs reasonably incurred by the Depositor Company in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered as required by the Owner Trustee as required and (ii) cooperate with the Depositor Company to mitigate any damages that may result from such failure. (c) The Depositor Company and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee or each Person who controls the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor Company or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that in no event will the Company or the Master Servicer be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(c), even if advised of the possibility of such limitation shall not be applicable with respect to third party claims made against a partydamages.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; oror 42 (2015-C Amended and Restated Trust Agreement) (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee Custodian shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer, the Securities Administrator and each affiliate broker dealer acting as underwriter, placement agent or initial purchaser of GMACM, the Certificates or each Person who controls any of such parties (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 foregoingforegoing (each, and shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the an "Owner Trustee InformationIndemnified Party"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in the Custodian Disclosure and any information information, report, certification, accountants' attestation or other material provided under this Article IV by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act Custodian (collectively, the "GMACM Custodian Information"), or (iiB) the omission or alleged omission to state in the GMACM Custodian Information a material fact required to be stated in the GMACM Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Custodian to deliver any information, report, certification, accountants' attestation or other material when and as required under this Article IV; or (iii) the negligence, bad faith or willful misconduct of the Custodian in the performance of its obligations under this Article IV. (db) Notwithstanding In the case of any provision failure of performance described in this clause (ii) of Section 10.04 4.5(a), the Custodian shall promptly reimburse the Depositor, the Securities Administrator and the Master Servicer for all costs reasonably incurred by the Depositor and the Master Servicer, respectively, in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Custodian. (c) In no event shall the Custodian or its directors, officers and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Custodian agrees that it shall contribute to the contraryamount 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 parties agree that none relative fault of such Indemnified Party on the one hand and the Custodian on the other. This indemnification shall survive the termination of this Agreement or the termination of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partyCustodian.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 42 (2015-B Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2015-B Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee Custodian shall indemnify the DepositorDepositor and the Trust Administrator, each affiliate of the DepositorDepositor and the Trust Administrator or each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)(each, GMACM and each affiliate of GMACM, an “Indemnified Party”); 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 the Custodian Disclosure and any information information, report or certification provided under this Section 27(c) and (d)(i) by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act Custodian (collectively, the "GMACM “Custodian Information"”), or (ii) the omission or alleged omission to state in the GMACM Custodian Information a material fact required to be stated in the GMACM Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. ; or (dii) Notwithstanding any provision in failure by the Custodian to deliver any information, report, certification or accountants’ attestation when and as required to be delivered under this Section 10.04 27. This indemnification shall survive the termination of this Agreement or the termination, resignation or removal of the Custodian. In the case of any failure of performance described in clause (ii) of the immediately preceding paragraph, the Custodian shall promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Custodian. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Custodian agrees that it shall contribute to the contraryamount 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 parties agree that none relative fault and the relative benefit of such Indemnified Party on the Owner Trustee, one hand and the Depositor or GMACM shall be liable to Custodian on the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partyother.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 40 (2012-B Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 41 (2012-B Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the DepositorCompany, each affiliate of the DepositorCompany, GMACM the Servicer and each affiliate of GMACM, the Servicer; 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification certification, accountants' attestation or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification certification, accountants' attestation or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver the accountants' attestation. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), as well as a failure to deliver an accountants' attestation, the Owner Trustee shall (i) promptly reimburse the Depositor Company for all costs reasonably incurred by the Depositor Company in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor Company to mitigate any damages that may result from such failure. (c) The Depositor Company and GMACM the Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee Trustee, and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor Company or GMACM Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM Information"), or (ii) the omission or alleged omission to state in the GMACM Information a material fact required to be stated in the GMACM Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, howeverby way of clarification, that clause (ii) of this paragraph shall be construed solely by reference to the GMACM Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the GMACM Information or any portion thereof is presented together with or separately from such limitation shall not be applicable with respect to third party claims made against a partyother information.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 this Article 12. 41 (20[__]-[_] Amended and 10.03.Restated Trust Agreement) (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 42 (20[__]-[_] Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII (other than the attestation delivered under Section 12.04(b)) by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification certification, or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants' attestation under Section 12.04(b); provided, however, that in no event will the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(a), even if advised of the possibility of such damages. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered as required by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 151 (c) The Depositor and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee or each Person who controls the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that in no event will the Depositor or the Master Servicer be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(c), even if advised of the possibility of such limitation shall not be applicable with respect to third party claims made against a party.damages. 152

Indemnification; Remedies. (a) The Owner Indenture Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Servicer and each affiliate of GMACMthe Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification certification, accountants’ attestation or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X IX by or on behalf of the Owner Indenture Trustee (collectively, the "Owner “Indenture Trustee Information"”), or (B) the omission or alleged omission to state in Owner the Indenture Trustee Information a material fact required to be stated in Owner the Indenture Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Indenture Trustee to deliver any information, report, certification certification, or other material when and as required under Sections 10.02 and 10.03this Article IX, other than a failure by the Indenture Trustee to deliver an accountants’ attestation. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a9.05(a), as well as a failure to deliver an accountants’ attestation, the Owner Indenture Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification certification, accountants’ attestation or other material not delivered by the Owner Indenture Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Servicer shall indemnify the Owner Indenture Trustee, each affiliate of the Owner Indenture Trustee and the respective present and former directors, officers, employees and agents of the Owner Indenture Trustee, 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 provided under this Servicing Agreement by or on behalf of the Depositor or GMACM Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “[_______] Information"”), or (ii) the omission or alleged omission to state in the GMACM [_______] Information a material fact required to be stated in the GMACM [_______] Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 9.05 to the contrary, the parties agree that none of the Owner Indenture Trustee, the Depositor or GMACM the Servicer shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the DepositorCompany, each affiliate of the DepositorCompany, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification certification, accountants' attestation or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants' attestation. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), as well as a failure to deliver an accountants' attestation, the Owner Trustee shall (i) promptly reimburse the Depositor Company for all costs reasonably incurred by the Depositor Company in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor Company to mitigate any damages that may result from such failure. (c) The Depositor Company and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor Company or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 12.05 to the contrary, the parties agree that none of the Owner Trustee, the Depositor Company or GMACM the Master Servicer shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including 125 negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party. 126 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ___________ __, ____. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[ ] OF OID PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS [ ]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[ ] PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.] Certificate No. [___%][Variable] Pass-Through Rate [based on a Notional Amount] Class A-__ Senior Date of Pooling and Servicing [Percentage Interest: ______%] Agreement and Cut-off Date: ___________ 1, ____ Aggregate Initial [Certificate Principal Balance] [[Interest Only/Class A-V] Notional First Distribution Date: Amount] [Subclass Notional Amount] of the _________ 25, ____ Class A-__ Certificates:

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 42 (2014-B Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. [SIGNATURE PAGES FOLLOW] 43 (2014-B Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM [ ] and each affiliate of GMACM[ ], 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM [ ] shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided by or on behalf of the Depositor or GMACM [ ] for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Servicer Information"”), or (ii) the omission or alleged omission to state in the GMACM Servicer Information a material fact required to be stated in the GMACM Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM [ ] shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 40 (2012-C Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 41 (2012-C Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee Servicer shall indemnify and hold harmless the Depositor, each affiliate of the DepositorTrustee, GMACM the Securities Administrator and the Master Servicer and each affiliate of GMACM, and the respective present and former directors, its officers, employees directors and agents of each of the foregoing, and shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, and shall hold each of them harmless affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgmentsjudgments and other costs and expenses arising out of or based upon a breach of the obligations of the Servicer under Sections 7A.03, 7A.04, 7A.05 or 7A.06 or the Servicer's negligence, bad faith or willful misconduct in connection therewith. In addition, the Servicer shall indemnify and hold harmless the Depositor and each of its officers, directors and affiliates and the Master Servicer from and against any other losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, fees judgments and other costs and expenses that any of them may sustain arising out of or based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Annual Statement of Compliance, the Assessment of Compliance, the Accountant's Attestation, Sarbanes Certification, Exchange Act report disclosure or alleged to be contained in any other information provided by or on behalf of the Depositor Servicer or GMACM for inclusion in on behalf of any report filed with Commission under subservicer or subcontractor of the Exchange Act Servicer pursuant to Sections 7A.03, 7A.04, 7A.05 or 7A.06 (collectively, the "GMACM Servicer Information"), or (ii) the omission or alleged omission to state in the GMACM Information therein a material fact required to be stated in the GMACM Information therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; provided, by way of clarification, that clause (ii) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with the Certificates, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee, the Securities Administrator or the Master Servicer, as applicable, then the defaulting party, in connection with any conduct for which it is providing indemnification for under this Section7A.07, agrees that it shall contribute to the amount paid or payable by the other parties as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the respective parties. The indemnification provisions set forth in this Section 7A.07 shall survive the termination of the Purchase, Sale and Servicing Agreement or the termination of any party to this Agreement. The indemnity provided in this Section 7A.07 shall remain in full force and effect regardless of any investigation made by the Master Servicer, the Trustee, the Securities Administrator, Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-AF2 or the Depositor or its representatives. The provisions of this Section 7A.07 shall survive the termination of this Agreement. In the case of any failure of performance described in the first sentence of this Section, the Servicer shall promptly reimburse the Depositor and the Master Servicer 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. (di) Notwithstanding Any failure by the Servicer, any provision Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under this Article 7A shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Depositor in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Section 10.04 Agreement to the contrary, ) of any compensation to the parties agree that none Servicer (and if the Servicer is servicing any of the Owner TrusteeMortgage Loans, appoint a successor servicer reasonably acceptable to the Master Servicer); provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 7A.04 or 7A.05, including any failure by the Servicer to identify pursuant to Section 7A.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 shall entitle the Master Servicer or the Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (iii) The Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or GMACM shall be liable to the other for any consequential or punitive damages whatsoeverotherwise, whether in contractequity or at law, tort (including negligence and strict liability)such as an action for damages, specific performance or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partyinjunctive relief.

Indemnification; Remedies. (a) The Owner Trustee shall Physician covenants and agrees to indemnify the Depositorand hold harmless CFO, each affiliate of the Depositor, GMACM and each affiliate of GMACMClients, and the respective present and former all officers, directors, officersshareholders, employees members, employees, agents and agents representatives of each of CFO and the foregoingClients (collectively, and shall hold each of them harmless the “CFO Group”), from and any against any claimsall liabilities, losses, liabilities (including penalties), actions, suits, judgments, demandsclaims, damages, causes of action, costs and expenses of any kind (including including, without limitation, reasonable attorneys’ fees and related expenses) which result from, relate to, or arise in any way from (directly or indirectly) (i) negligent acts or omissions in connection with Physician’s performance under this Agreement, (ii) any breach by Physician of the terms and conditions of this Agreement, and/or (iii) any negligence, intentional wrongdoing or bad faith on the part of Physician and/or any individual providing services under this Agreement on behalf of Physician, whether such individual is an employee of Physician or independent contractor. In the event any action, suit or proceeding is brought against any member of the CFO Group and Physician is required to provide indemnification pursuant to and in accordance with this Paragraph 9, then Physician shall, at the option of Physician, either (i) engage attorneys approved by CFO or 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 attorneys orlegal counsel engaged directly by such member or members, as necessarythe case may be, consultants and auditors and reasonable costs of investigations) the CFO Group. In the event that any penalties are imposed on any member of them the CFO Group by an appropriate regulatory body as the result of the negligence, wrongdoing or bad faith of Physician, Physician shall indemnity the CFO Group for any penalties imposed on any member or members, as the case may sustain arising out be, of the CFO Group. Physician acknowledges and agrees that monetary damages would be inadequate to compensate CFO for any breach or based upon: (i) (A) threatened breach by Physician of its covenants and agreements set forth in this Agreement. Accordingly, Physician further acknowledges and agrees that any untrue statement such breach or threatened breach will cause irreparable injury to CFO and that, in addition to any other remedies that may be available, 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 a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 the provisions of this Article X by Agreement or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case continuation of any failure of performance described in clause (ii) of Section 10.04(a)such breach, the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM Information"), or (ii) the omission or alleged omission to state in the GMACM Information a material fact required to be stated in the GMACM Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.IC Initials_____________

Indemnification; Remedies. (a) The Owner Trustee Servicer shall indemnify and hold harmless the Depositor, each affiliate of the DepositorTrustee, GMACM the Securities Administrator and the Master Servicer and each affiliate of GMACM, and the respective present and former directors, its officers, employees directors and agents of each of the foregoing, and shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, and shall hold each of them harmless affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgmentsjudgments and other costs and expenses arising out of or based upon a breach of the obligations of the Servicer under Sections 7A.03, 7A.04 or 7A.05 (including particularly any failure by the Servicer and Subservicer or any Subcontractor to deliver any information, report, certification, accountants letters or other material when and as required therein, including any failure by the Servicer to identify pursuant to Section 7A.06(b) any Subcontractor "participating in the servicing function" within the meaning of item 1122 of Regulation AB). or the Servicer's negligence, bad faith or willful misconduct in connection therewith. In addition, the Servicer shall indemnify and hold harmless the Depositor and each of its officers, directors and affiliates and the Master Servicer from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, fees judgments and other costs and expenses that any of them may sustain arising out of or based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Annual Statement of Compliance, the Assessment of Compliance, the Accountant's Attestation, Sarbanes Certification, Exchange Act report disclosure or alleged to be contained in any other information provided by or on behalf of the Depositor Servicer or GMACM for inclusion in on behalf of any report filed with Commission under subservicer or subcontractor of the Exchange Act Servicer pursuant to Sections 7A.03, 7A.04 or 7A.05 (collectively, the "GMACM Servicer Information"), or (ii) the omission or alleged omission to state in the GMACM Information therein a material fact required to be stated in the GMACM Information therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; provided, by way of clarification, that clause (ii) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with the Certificates, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee, the Securities Administrator or the Master Servicer, as applicable, then the defaulting party, in connection with any conduct for which it is providing indemnification for under this Section7A.07, agrees that it shall contribute to the amount paid or payable by the other parties as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the respective parties. The indemnification provisions set forth in this Section 7A.07 shall survive the termination of the Servicing Agreement or the termination of any party to this Agreement. The indemnity provided in this Section 7A.07 shall remain in full force and effect regardless of any investigation made by the Master Servicer, the Trustee, the Securities Administrator, Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-F1 or the Depositor or its representatives. The provisions of this Section 7A.07 shall survive the termination of this Agreement. In the case of any failure of performance described in the first sentence of this Section, the Servicer shall promptly reimburse the Depositor and the Master Servicer 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. (di) Notwithstanding Any failure by the Servicer, any provision Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under this Article 7A shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Depositor in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Section 10.04 Agreement to the contrary, ) of any compensation to the parties agree that none Servicer (and if the Servicer is servicing any of the Owner TrusteeMortgage Loans, appoint a successor servicer reasonably acceptable to the Master Servicer); provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 7A.04 or 7A.05, including any failure by the Servicer to identify pursuant to Section 7A.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 shall entitle the Master Servicer or the Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (iii) The Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or GMACM shall be liable to the other for any consequential or punitive damages whatsoeverotherwise, whether in contractequity or at law, tort (including negligence and strict liability)such as an action for damages, specific performance or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partyinjunctive relief.

Indemnification; Remedies. (a) The Owner Trustee Servicer shall indemnify and hold harmless the Depositor, each affiliate of the DepositorTrustee, GMACM the Securities Administrator and the Master Servicer and each affiliate of GMACM, and the respective present and former directors, its officers, employees directors and agents of each of the foregoing, and shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, and shall hold each of them harmless affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgmentsjudgments and other costs and expenses arising out of or based upon a breach of the obligations of the Servicer under Sections 7A.03, 7A.04 or 7A.05 (including particularly any failure by the Servicer and Subservicer or any Subcontractor to deliver any information, report, certification, accountants letters or other material when and as required therein, including any failure by the Servicer to identify pursuant to Section 7A.06(b) any Subcontractor "participating in the servicing function" within the meaning of item 1122 of Regulation AB). or the Servicer's negligence, bad faith or willful misconduct in connection therewith. In addition, the Servicer shall indemnify and hold harmless the Depositor and each of its officers, directors and affiliates and the Master Servicer from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, fees judgments and other costs and expenses that any of them may sustain arising out of or based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Annual Statement of Compliance, the Assessment of Compliance, the Accountant's Attestation, Sarbanes Certification, Exchange Act report disclosure or alleged to be contained in any other information provided by or on behalf of the Depositor Servicer or GMACM for inclusion in on behalf of any report filed with Commission under subservicer or subcontractor of the Exchange Act Servicer pursuant to Sections 7A.03, 7A.04 or 7A.05 (collectively, the "GMACM Servicer Information"), or (ii) the omission or alleged omission to state in the GMACM Information therein a material fact required to be stated in the GMACM Information therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; provided, by way of clarification, that clause (ii) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with the Certificates, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee, the Securities Administrator or the Master Servicer, as applicable, then the defaulting party, in connection with any conduct for which it is providing indemnification for under this Section7A.07, agrees that it shall contribute to the amount paid or payable by the other parties as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the respective parties. The indemnification provisions set forth in this Section 7A.07 shall survive the termination of the Servicing Agreement or the termination of any party to this Agreement. The indemnity provided in this Section 7A.07 shall remain in full force and effect regardless of any investigation made by the Master Servicer, the Trustee, the Securities Administrator, Xxxxxxx Xxxxx Mortgage Backed Securities Trust, Series 2007-3 or the Depositor or its representatives. The provisions of this Section 7A.07 shall survive the termination of this Agreement. In the case of any failure of performance described in the first sentence of this Section, the Servicer shall promptly reimburse the Depositor and the Master Servicer 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. (di) Notwithstanding Any failure by the Servicer, any provision Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under this Article 7A shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Depositor in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Section 10.04 Agreement to the contrary, ) of any compensation to the parties agree that none Servicer (and if the Servicer is servicing any of the Owner TrusteeMortgage Loans, appoint a successor servicer reasonably acceptable to the Master Servicer); provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 7A.04 or 7A.05, including any failure by the Servicer to identify pursuant to Section 7A.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 shall entitle the Master Servicer or the Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (iii) The Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or GMACM shall be liable to the other for any consequential or punitive damages whatsoeverotherwise, whether in contractequity or at law, tort (including negligence and strict liability)such as an action for damages, specific performance or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partyinjunctive relief.

Indemnification; Remedies. (a) The Owner Trustee Custodian shall indemnify the DepositorCompany, each affiliate of the DepositorCompany, GMACM the Master Servicer, the Trustee and each affiliate broker dealer acting as underwriter, placement agent or initial purchaser of GMACM, the Certificates or each Person who controls any of such parties (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 foregoingforegoing (each, and shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee InformationIndemnifed Party"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 upon: (iA) any untrue statement of a material fact contained or alleged to be contained in the Custodian Disclosure and any information information, report, certification, accountants' attestation or other material provided under this Article IV by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act Custodian (collectively, the "GMACM Custodian Information"), or (iiB) the omission or alleged omission to state in the GMACM Custodian Information a material fact required to be stated in the GMACM Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or any failure by the Custodian to deliver any information, report, certification, accountants' attestation or other material when and as required under this Article IV; the negligence, bad faith or willful misconduct of the Custodian in the performance of its obligations under this Article IV. If the indemnification provided for herein is unavailable to hold harmless any Indemnified Party, then the Custodian 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 Custodian on the other. This indemnification shall survive the termination of this Agreement or the termination of the Custodian. (db) Notwithstanding In the case of any provision failure of performance described in this clause (ii) of Section 10.04 to the contrary4.5(a), the parties agree that none Custodian shall promptly reimburse the Company for all costs reasonably incurred by the Company in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Custodian. (c) In no event shall the Custodian or its directors officers and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that possibility of such limitation shall not be applicable with respect to third party claims made against a partydamages.

Indemnification; Remedies. (a) The Owner Trustee Custodian shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer, the Securities Administrator and each affiliate broker dealer acting as underwriter, placement agent or initial purchaser of GMACM, the Certificates or each Person who controls any of such parties (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 foregoingforegoing (each, and shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the an "Owner Trustee InformationIndemnified Party"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in the Custodian Disclosure and any information information, report, certification, accountants' attestation or other material provided under this Article IV by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act Custodian (collectively, the "GMACM Custodian Information"), or (iiB) the omission or alleged omission to state in the GMACM Custodian Information a material fact required to be stated in the GMACM Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Custodian to deliver any information, report, certification, accountants' attestation or other material when and as required under this Article IV; or (iii) the negligence, bad faith or willful misconduct of the Custodian in the performance of its obligations under this Article IV. (db) Notwithstanding In the case of any provision failure of performance described in this clause (ii) of Section 10.04 to the contrary4.5(a), the parties agree that none of Custodian shall promptly reimburse the Owner TrusteeDepositor, the Securities Administrator and the Master Servicer for all costs reasonably incurred by the Depositor and the Master Servicer, respectively, in order to obtain the information, report, certification, accountants' letter or GMACM shall be liable to other material not delivered as required by the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partyCustodian.

Indemnification; Remedies. (a) The Owner Trustee Wilmington shall indemnify the Depositor, each affiliate of the Depositor, GMACM Residential Funding and each affiliate of GMACMResidential Funding, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.0111.01, 10.02 11.02 or 10.03 11.03 of this Article X XI by or on behalf of the Owner Trustee Wilmington (collectively, the "Owner Trustee Wilmington Information"), or (B) the omission or alleged omission to state in Owner Trustee Wilmington Information a material fact required to be stated in Owner Trustee Wilmington Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee Wilmington to deliver any information, report, certification or other material when and as required under Sections 10.02 11.02 and 10.0311.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a11.04(a), the Owner Trustee Wilmington shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee Wilmington as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM Information"), or (ii) the omission or alleged omission to state in the GMACM Information a material fact required to be stated in the GMACM Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee Securities Administrator, as applicable, shall indemnify the DepositorSeller, each affiliate of the Seller, the Depositor, GMACM the Applicable Servicer, each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and each affiliate Section 20 of GMACM, the Exchange Act) 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information provided (w) compliance certificate or report regarding an assessment of compliance delivered by the Securities Administrator or any Subcontractor of the Securities Administrator pursuant to Section 12.04(a), (x) any report of a registered public accounting firm delivered by or on behalf of the Depositor Securities Administrator or GMACM for inclusion in any report filed with Commission under Subcontractor of the Exchange Act Securities Administrator pursuant to Section 12.04(b), or (y) any information about the Securities Administrator provided by it pursuant to Section 12.01, 12.02 or 12.03 (collectively, the "GMACM “Securities Administrator Information"”), or (iiB) the omission or alleged omission to state in the GMACM Securities Administrator Information a material fact required to be stated in the GMACM Securities Administrator Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) any failure by the Securities Administrator, as applicable, to deliver any information, report, certification, accountants’ letter or other material when and as required under this Article XII; or (iii) any breach by the Securities Administrator, as applicable, of a representation or warranty given by it set forth in Section 12.02(a) or in a writing furnished pursuant to Section 12.02(b). (db) Notwithstanding In the case of any provision failure of performance described in clause (ii) of this Section 10.04 to the contrary12.05(a), the parties agree that none Securities Administrator, shall promptly reimburse the Seller or the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ attestation or other material not delivered as required of the Owner Trustee, Securities Administrator and cooperate with the Depositor or GMACM shall be liable and the Seller to the other for mitigate any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partymay result.

Indemnification; Remedies. (a) The Owner Trustee Custodian shall indemnify the Depositor, each affiliate of the Depositor, GMACM EMC and each affiliate broker dealer acting as underwriter, placement agent or initial purchaser of GMACM, the Certificates or each Person who controls any of such parties (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 shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information information, report, certification, accountants’ attestation or other material provided under this Article IV by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act Custodian (collectively, the "GMACM “Custodian Information"”), or (iiB) the omission or alleged omission to state in the GMACM Custodian Information a material fact required to be stated in the GMACM Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Custodian to deliver any information, report, certification, accountants’ attestation or other material when and as required under this Article IV. (diii) Notwithstanding the negligence, bad faith or willful misconduct of the Custodian in the performance of its obligations under this Article IV. (b) In the case of any provision failure of performance described in this clause (ii) of Section 10.04 to the contrary4.5(a), the parties agree that none Custodian shall promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Custodian. (c) In no event shall the Custodian or its directors, officers, and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the Owner Trustee, possibility of such damages. This indemnification shall survive the Depositor termination of this Agreement or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partytermination of the Custodian.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM [_____________] and each affiliate of GMACM[_____________], 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM [_____________] shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided by or on behalf of the Depositor or GMACM [_____________] for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Servicer Information"”), or (ii) the omission or alleged omission to state in the GMACM Servicer Information a material fact required to be stated in the GMACM Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM [_____________] shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading., to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. 40 (2013-A Amended and Restated Trust Agreement) (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 41 (2013-A Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee Servicer shall indemnify and hold harmless the Depositor, each affiliate of the DepositorTrustee, GMACM the Securities Administrator and the Master Servicer and each affiliate of GMACM, and the respective present and former directors, its officers, employees directors and agents of each of the foregoing, and shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, and shall hold each of them harmless affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgmentsjudgments and other costs and expenses arising out of or based upon a breach of the obligations of the Servicer under Sections 7A.03, 7A.04 or 7A.05 (including particularly any failure by the Servicer and Subservicer or any Subcontractor to deliver any information, report, certification, accountants letters or other material when and as required therein, including any failure by the Servicer to identify pursuant to Section 7A.06(b) any Subcontractor "participating in the servicing function" within the meaning of item 1122 of Regulation AB). or the Servicer's negligence, bad faith or willful misconduct in connection therewith. In addition, the Servicer shall indemnify and hold harmless the Depositor and each of its officers, directors and affiliates and the Master Servicer from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, fees judgments and other costs and expenses that any of them may sustain arising out of or based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Annual Statement of Compliance, the Assessment of Compliance, the Accountant's Attestation, Sarbanes Certification, Exchange Act report disclosure or alleged to be contained in any other information provided by or on behalf of the Depositor Servicer or GMACM for inclusion in on behalf of any report filed with Commission under subservicer or subcontractor of the Exchange Act Servicer pursuant to Sections 7A.03, 7A.04 or 7A.05 (collectively, the "GMACM Servicer Information"), or (ii) the omission or alleged omission to state in the GMACM Information therein a material fact required to be stated in the GMACM Information therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; provided, by way of clarification, that clause (ii) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with the Certificates, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee, the Securities Administrator or the Master Servicer, as applicable, then the defaulting party, in connection with any conduct for which it is providing indemnification for under this Section7A.07, agrees that it shall contribute to the amount paid or payable by the other parties as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the respective parties. The indemnification provisions set forth in this Section 7A.07 shall survive the termination of the Servicing Agreement or the termination of any party to this Agreement. The indemnity provided in this Section 7A.07 shall remain in full force and effect regardless of any investigation made by the Master Servicer, the Trustee, the Securities Administrator, Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-A1 or the Depositor or its representatives. The provisions of this Section 7A.07 shall survive the termination of this Agreement. In the case of any failure of performance described in the first sentence of this Section, the Servicer shall promptly reimburse the Depositor and the Master Servicer 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. (di) Notwithstanding Any failure by the Servicer, any provision Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under this Article 7A shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement, and shall entitle the Depositor in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Section 10.04 Agreement to the contrary, ) of any compensation to the parties agree that none Servicer (and if the Servicer is servicing any of the Owner TrusteeMortgage Loans, appoint a successor servicer reasonably acceptable to the Master Servicer); provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Section 7A.04 or 7A.05, including any failure by the Servicer to identify pursuant to Section 7A.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 shall entitle the Master Servicer or the Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (iii) The Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all reasonable expenses incurred by the Master Servicer or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer or the Depositor may have under other provisions of this Agreement or GMACM shall be liable to the other for any consequential or punitive damages whatsoeverotherwise, whether in contractequity or at law, tort (including negligence and strict liability)such as an action for damages, specific performance or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a partyinjunctive relief.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII (other than the attestation delivered under Section 12.04(b)) by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification certification, or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants' attestation under Section 12.04(b); provided, however, that in no event will the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(a), even if advised of the possibility of such damages. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered as required by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee or each Person who controls the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that in no event will the Depositor or the Master Servicer be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(c), even if advised of the possibility of such limitation shall not be applicable with respect to third party claims made against a partydamages.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Servicer and each affiliate of GMACMthe Servicer, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article XII. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Trust Agreement by or on behalf of the Depositor or GMACM the Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM IndyMac Information"), or (ii) the omission or alleged omission to state in the GMACM IndyMac Information a material fact required to be stated in the GMACM IndyMac Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM the Servicer shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee Servicer shall indemnify and hold harmless the Depositor, each affiliate of the DepositorTrustee, GMACM the Securities Administrator and the Master Servicer and each affiliate of GMACM, and the respective present and former directors, its officers, employees directors and agents of each of the foregoing, and shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, and shall hold each of them harmless affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgmentsjudgments and other costs and expenses arising out of or based upon a breach of the obligations of the Servicer under Sections 7A.03, 7A.04 or 7A.05 or the Servicer's negligence, bad faith or willful misconduct in connection therewith. In addition, the Servicer shall indemnify and hold harmless the Depositor and each of its officers, directors and affiliates and the Master Servicer from and against any other losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, fees judgments and other costs and expenses that any of them may sustain arising out of or based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Annual Statement of Compliance, the Assessment of Compliance, the Accountant's Attestation, Sarbanes Certification, Exchange Act report disclosure or alleged to be contained in any other information provided by or on behalf of the Depositor Servicer or GMACM for inclusion in on behalf of any report filed with Commission under subservicer or subcontractor of the Exchange Act Servicer pursuant to Sections 7A.03, 7A.04 or 7A.05 (collectively, the "GMACM Servicer Information"), or (ii) the omission or alleged omission to state in the GMACM Information therein a material fact required to be stated in the GMACM Information therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading. ; provided, by way of clarification, that clause (dii) Notwithstanding of this paragraph shall be construed solely by reference to the Servicer Information and not to any provision other information communicated in connection with the Certificates, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee, the Securities Administrator or the Master Servicer, as applicable, then the defaulting party, in connection with any conduct for which it is providing indemnification for under this Section7A.07, agrees that it shall contribute to the amount paid or payable by the other parties as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the respective parties. The indemnification provisions set forth in this Section 10.04 7A.07 shall survive the termination of the Purchase, Sale and Servicing Agreement or the termination of any party to this Agreement. The indemnity provided in this Section 7A.07 shall remain in full force and effect regardless of any investigation made by the contraryMaster Servicer, the parties agree that none of the Owner Trustee, the Securities Administrator, Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-A4 or the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.its EXECUTION COPY

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the DepositorCompany, each affiliate of the DepositorCompany, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification certification, accountants' attestation or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants' attestation. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), the Owner Trustee shall (i) promptly reimburse the Depositor Company for all costs reasonably incurred by the Depositor Company in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor Company to mitigate any damages that may result from such failure. (c) The Depositor Company and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor Company or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 12.05 to the contrary, the parties agree that none of the Owner Trustee, the Depositor Company or GMACM the Master Servicer shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party. 122 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 ("THE CODE"). [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [THIS CERTIFICATE IS AN [EXCHANGEABLE] [EXCHANGED] CERTIFICATE AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT AND MAY BE EXCHANGED FOR THE [EXCHANGEABLE] [EXCHANGED] CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.] EXHIBIT A-1 Certificate No. [____] [____]%[Adjustable][Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Aggregate Initial [Certificate Principal Agreement and Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII (other than the attestation delivered under Section 12.04(b)) by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification certification, or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants' attestation under Section 12.04(b); provided, however, that in no event will the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(a), even if advised of the possibility of such damages. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered as required by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee or each Person who controls the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that in no event will the Depositor or the Master Servicer be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(c), even if advised of the possibility of such limitation shall not be applicable with respect to third party claims made against a party.damages. 146

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 42 (2014-B Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII (other than the attestation delivered under Section 12.04(b)) by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification certification, or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants' attestation under Section 12.04(b); provided, however, that in no event will the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(a), even if advised of the possibility of such damages. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered as required by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee or each Person who controls the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that in no event will the Depositor or the Master Servicer be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(c), even if advised of the possibility of such limitation shall not be applicable with respect to third party claims made against a party.damages. 137

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2022-C Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall Physician covenants and agrees to indemnify the Depositorand hold -harmless CFO, each affiliate of the Depositor, GMACM and each affiliate of GMACMClients, and the respective present and former all officers, directors, officersshareholders, employees members, employees, agents and agents representatives of each of CFO and the foregoingClients (collectively, and shall hold each of them harmless the “CFO Group”), from and any against any claimsall liabilities, losses, liabilities (including penalties), actions, suits, judgments, demandsclaims, damages, causes of action, costs and expenses of any kind (including including, without limitation, reasonable attorneys’ fees and related expenses) which result from, relate to, or arise in any way from (directly or indirectly) (i) negligent acts or omissions in connection with Physician’s performance under this Agreement, (ii) any breach by Physician of the terms and conditions of this Agreement, and/or (iii) any negligence, intentional wrongdoing or bad faith on the part of Physician and/or any individual providing services under this Agreement on behalf of Physician, whether such individual is an employee of Physician or independent contractor. In the event any action, suit or proceeding is brought against any member of the CFO Group and Physician is required to provide indemnification pursuant to and in accordance with this paragraph 9, then Physician shall, at the option of Physician, either (i) engage attorneys approved by CFO or 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 attorneys orlegal counsel engaged directly by such member or members, as necessarythe case may be, consultants and auditors and reasonable costs of investigations) the CFO Group. In the event that any penalties are imposed on any member of them the CFO Group by an appropriate regulatory body as the result of the negligence, wrongdoing or bad faith of Physician, Physician shall indemnity the CFO Group for any penalties imposed on any member or members, as the case may sustain arising out be, of the CFO Group. Physician acknowledges and agrees that monetary damages would be inadequate to compensate CFO for any breach or based upon: (i) (A) threatened breach by Physician of its covenants and agreements set forth in this Agreement. Accordingly, Physician further acknowledges and agrees that any untrue statement such breach or threatened breach will cause irreparable injury to CFO and that, in addition to any other remedies that may be available, 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 a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 the provisions of this Article X by Agreement or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material fact required to be stated in Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03. (b) In the case continuation of any failure of performance described in clause (ii) of Section 10.04(a)such breach, the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM Information"), or (ii) the omission or alleged omission to state in the GMACM Information a material fact required to be stated in the GMACM Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.IC Initials_____________

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM and each affiliate of GMACM, 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 claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i1) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X 12 by or on behalf of the Owner Trustee (collectively, the "“Owner Trustee Information"”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii2) any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under Sections 10.02 and 10.03this Article 12. (b) In the case of any failure of performance described in clause (ii2) of Section 10.04(a12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.. 42 (2013-C Amended and Restated Trust Agreement) (c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 provided under this Agreement by or on behalf of the Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM “Hyundai Information"”), or (ii) the omission or alleged omission to state in the GMACM Hyundai Information a material fact required to be stated in the GMACM Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee. (d) Notwithstanding any provision in this Section 10.04 12.04 to the contrary, the parties agree that none of neither the Owner Trustee, Trustee nor the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.. 43 (2013-C Amended and Restated Trust Agreement)

Indemnification; Remedies. (a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, GMACM the Master Servicer and each affiliate of GMACMthe Master Servicer, 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 claims, losses, liabilities (including damages, penalties), actionsfines, suitsforfeitures, legal fees and expenses and related costs, judgments, demandsand any other costs, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under Sections 10.01, 10.02 or 10.03 of this Article X XII (other than the attestation delivered under Section 12.04(b)) by or on behalf of the Owner Trustee (collectively, the "Owner Trustee Information"), or (B) the omission or alleged omission to state in Owner the Trustee Information a material fact required to be stated in Owner the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any failure by the Owner Trustee to deliver any information, report, certification certification, or other material when and as required under Sections 10.02 and 10.03this Article XII, other than a failure by the Trustee to deliver an accountants' attestation under Section 12.04(b); provided, however, that in no event will the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(a), even if advised of the possibility of such damages. (b) In the case of any failure of performance described in clause (ii) of Section 10.04(a12.05(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification certification, accountants' attestation or other material not delivered as required by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure. (c) The Depositor and GMACM the Master Servicer shall indemnify the Owner Trustee, each affiliate of the Owner Trustee or each Person who controls the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of the Owner Trustee, 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 138 contained in any information provided under this Agreement by or on behalf of the Depositor or GMACM Master Servicer for inclusion in any report filed with Commission under the Exchange Act (collectively, the "GMACM RFC Information"), or (ii) the omission or alleged omission to state in the GMACM RFC Information a material fact required to be stated in the GMACM RFC Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that in no event will the Depositor or the Master Servicer be liable for any consequential, indirect or punitive damages pursuant to this Section 12.05(c), even if advised of the possibility of such limitation shall not be applicable with respect to third party claims made against a party.damages. 139