Common use of Indemnification; Third Party Claims Clause in Contracts

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Sponsor, the Certificate Registrar, the Paying Agent and the Trustee, Trustee (and each of their respective directors, officers, directors, agents employees and affiliates, agents) and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Sponsor, the Certificate Registrar, the Paying Agent or the Trustee may sustain as a result arising out of or based upon (a) any material breach by the Master Servicer of any if of its obligations hereunder, including particularly its obligations to provide any reports report under Section 9.25(a), Section 9.25(b), ) or Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages, (b) any material misstatement or omission on any information, data, or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder. The Depositor, the Sponsor Sponsor, the Certificate Registrar, the Paying Agent and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee and the Trustee, and their respective officers, directors, agents and affiliates, Servicer and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee or the Trustee Servicer may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and master service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee and the Trustee Servicer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or Agreement, the Mortgage Loans entitling the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee or the Trustee Servicer to indemnification hereunderunder this Section 5.23, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The failure to provide such immediate notice shall not affect the Master Servicer’s obligation pursuant to this Section 5.23 to indemnify the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer, except to the contrary contained herein, extent that the Master Servicer shall not settle any claim involving any of the other parties hereto without is materially prejudiced by such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party failure to this Agreementnotify.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Securities Administrator and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Securities Administrator or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence’s willful malfeasance, bad faith or willful misconduct negligence in the performance of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable duties hereunder or by reason of its reckless disregard for any special, consequential, indirect or punitive damages pursuant to its obligations and duties under this Section 9.31, even if advised of the possibility of such damagesTrust Agreement. The Depositor, the Sponsor Securities Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator or the Trustee to indemnification hereunderunder this Section 8.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, The Trust will indemnify the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive with, arising out of or related to this Trust Agreement, the termination of this Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the termination Certificates that is an “unanticipated expense” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer as a party shall be entitled to this Agreementreimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Account.

Indemnification; Third Party Claims. The Master Servicer Seller agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them the Purchaser harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilityfees and expenses that the Purchaser may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements to service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Depositor, the Sponsor or the Trustee Purchaser may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement way related to the breach of a representation or omission warranty set forth in any information, data Sections 3.01 or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct 3.02 of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor and the Trustee Seller shall immediately notify the Master Servicer Purchaser if a any claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling Loans, assume (with the Depositor, consent of the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Purchaser in respect of such claim. Notwithstanding anything to The Seller shall follow any written instructions received from the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability Purchaser in connection with such claim. This indemnification The Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller to service and administer the Mortgages in compliance with the terms of this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the negligence, bad faith or misconduct of Seller. The provisions of this Section 8.01 shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Master Subject to Section 6.3, the Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless the Owner against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses Losses that the DepositorOwner may sustain in any way related to the failure of such Servicer to service the Mortgage Loans in compliance with the terms of this Agreement; provided, however, the Sponsor or the Trustee may sustain as a result of Servicer shall not be liable hereunder (a) to the extent such Losses directly result from the Custodian's negligent action, negligent failure to act, bad faith, willful misconduct or breach under the Custodial Agreement, dated as of February 1, 2004, among the Owner, Indymac and the Custodian,(b) with respect to any material breach by action or inaction in accordance with the Master Servicer direction or consent of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, Owner or (c) resulting from the negligence, bad faith Owner's failure to respond to a request by the Servicer for direction or willful misconduct of the Master Servicer consent in connection accordance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages3.1(c) hereof. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Owner if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Loans. The Servicer shall assume (with the written notification to the Owner) the defense of any such claim and pay all reasonable expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Servicer or them the Owner, subject to limitation pursuant to this Section 6.1, in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master The Servicer shall not settle follow any claim involving any of written instructions received from the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability Owner in connection with any such claim. This indemnification claim and the Owner shall survive promptly reimburse the termination Servicer for all amounts reasonably advanced by it pursuant to the preceding sentence, except when the claim (a) is related to the Servicer’s obligations to indemnify the Owner pursuant hereto, (b) results from the failure of the Servicer to service the Mortgage Loans in compliance with the terms of this Agreement or (c) results from the termination Servicer's willful misconduct, bad faith or negligence in performing its duties under this Agreement. With respect to any Mortgage Loan, in the event that the Owner records or causes to be recorded in the appropriate public recording office of the Master jurisdiction in which the related Mortgaged Property is located the related Assignment of Mortgage which designates the Owner as the holder of record of the Mortgage, the Owner shall comply with the provisions of Section 5.2(a) regarding the execution and delivery of release and reconveyance documents, and shall immediately complete, sign and return to the Servicer any additional documents that may be required of the holder of record of the Mortgage and may be reasonably requested by the Servicer in order to permit the Servicer to comply with the Servicer’s servicing obligations, and, in its capacity as the holder of record, shall take such other action as may be reasonably requested by the Servicer. In addition, if, as a party result of the recording of the related Assignment of Mortgage, the Owner, in its capacity as the holder of record, receives written notice of any action with respect to the related Mortgage or the related Mortgaged Property, the Owner shall send a copy of such notice to the Servicer immediately in accordance with the provisions of Section 9.8 of this Agreement. The Owner agrees that the Servicer shall have no liability to the Owner for the Owner’s failure to comply with the provisions set forth in this paragraph.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor and Servicer, Securities Administrator, the Trustee, and their respective officers, directors, agents and affiliates, the Trust and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Securities Administrator, the Trustee or the Trustee Trust may sustain as a result of the Master Servicer’s (a) any material breach by willful malfeasance, bad faith or negligence in the Master Servicer performance of any if its obligations duties hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, reckless disregard for its obligations and duties under this Agreement or (c) failure to provide the negligenceassessment, bad faith or willful misconduct attestation and annual statement of the Master Servicer compliance in connection accordance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages9.02. The Depositor, the Sponsor Servicer, the Securities Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Servicer, the Securities Administrator, the Trustee or the Trustee Trust to indemnification hereunderunder this Section 9.14, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The Master Servicer agrees to indemnify and hold harmless the contrary contained hereinTrustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer shall and in connection with the Trustee’s assumption (not settle any claim involving any including the Trustee’s performance, except to the extent that costs or liability of the other parties hereto without Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such party’s prior written consent unless such settlement involves a complete agreement. The Trust will indemnify the Master Servicer and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive the termination with, arising out of or related to this Agreement or the termination Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer as a party to Servicer’s representations and warranties in this Agreement, (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement or (iii) failure to provide the assessment, attestation and annual statement of compliance in accordance with Section 9.02; provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Securities Administrator and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against against, any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Securities Administrator or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence’s willful malfeasance, bad faith or willful misconduct negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor Securities Administrator and the Trustee shall shall, immediately upon notice to it, notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator or the Trustee Trustee, as the case may be, to indemnification hereunderunder this Section 8.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel feesfees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, The Trust will indemnify the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive with, arising out of or related to this Trust Agreement, any Servicing Agreement, any Assignment Agreement, the termination of this Custodial Agreement or the termination Certificates, except to the extent that any such loss, liability or expense (a) is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement or (b) does not constitute an “unanticipated expense” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer as a party shall be entitled to this Agreementreimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Account.

Indemnification; Third Party Claims. The In addition to any indemnity required pursuant to Section 11.16 hereof, the Master Servicer agrees to indemnify the Depositor, the Sponsor Securities Administrator and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Securities Administrator or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence’s willful misfeasance, bad faith or willful misconduct negligence in the performance of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable duties hereunder or by reason of its reckless disregard for any special, consequential, indirect or punitive damages pursuant to its obligations and duties under this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor Securities Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee that such party believes entitles it to indemnification hereunderunder this Section 9.09, whereupon the Master Servicer shall assume the defense and immediately upon discharge and satisfaction of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of indemnify such party from for such claim, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and all liability expenses in connection with such claimtherewith. This indemnification shall survive the termination of this Agreement and the resignation or the termination removal of the Master Servicer as a party to this AgreementServicer.

Indemnification; Third Party Claims. The Master Subject to Section 6.3, the Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless the Owner against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses Losses that the DepositorOwner may sustain in any way related to the failure of such Servicer to service the Mortgage Loans in compliance with the terms of this Agreement; provided, however, the Sponsor or the Trustee may sustain as a result of Servicer shall not be liable hereunder (a) any material to the extent such Losses directly result from the Custodian's negligent action, negligent failure to act, bad faith, willful misconduct or breach by under the Master Servicer Custodial Agreement, dated as of any if its obligations hereunderApril 1, including particularly its obligations to provide any reports under Section 9.25(a)2004, Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act reportamong the Owner and the Custodian, (b) with respect to any material misstatement action or omission inaction in any information, data accordance with the direction or materials provided by consent of the Master Servicer, Owner or (c) resulting from the negligence, bad faith Owner's failure to respond to a request by the Servicer for direction or willful misconduct of the Master Servicer consent in connection accordance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages3.1(c) hereof. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Owner if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Loans. The Servicer shall assume (with the written notification to the Owner) the defense of any such claim and pay all reasonable expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Servicer or them the Owner, subject to limitation pursuant to this Section 6.1, in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master The Servicer shall not settle follow any claim involving any of written instructions received from the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability Owner in connection with any such claim. This indemnification claim and the Owner shall survive promptly reimburse the termination Servicer for all amounts reasonably advanced by it pursuant to the preceding sentence, except when the claim (a) is related to the Servicer's obligations to indemnify the Owner pursuant hereto, (b) results from the failure of the Servicer to service the Mortgage Loans in compliance with the terms of this Agreement or (c) results from the termination of the Master Servicer as a party to Servicer's willful misconduct, bad faith or negligence in performing its duties under this Agreement. (a) regarding the execution and delivery of release and reconveyance documents, and shall immediately complete, sign and return to the Servicer any additional documents that may be required of the holder of record of the Mortgage and may be reasonably requested by the Servicer in order to permit the Servicer to comply with the Servicer's servicing obligations, and, in its capacity as the holder of record, shall take such other action as may be reasonably requested by the Servicer. In addition, if, as a result of the recording of the related Assignment of Mortgage, the Owner, in its capacity as the holder of record, receives written notice of any action with respect to the related Mortgage or the related Mortgaged Property, the Owner shall send a copy of such notice to the Servicer immediately in accordance with the provisions of Section 9.8 of this Agreement. The Owner agrees that the Servicer shall have no liability to the Owner for the Owner's failure to comply with the provisions set forth in this paragraph.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee and the Trustee, and their respective officers, directors, agents and affiliates, Servicer and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee or the Trustee Servicer may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and master service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee and the Trustee Servicer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or Agreement, the Mortgage Loans entitling the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee or the Trustee Servicer to indemnification hereunderunder this Section 5.30, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The failure to provide such immediate notice shall not affect the Master Servicer's obligation pursuant to this Section 5.30 to indemnify the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer, except to the contrary contained herein, extent that the Master Servicer shall not settle any claim involving any of the other parties hereto without is materially prejudiced by such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party failure to this Agreementnotify.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Securities Administrator and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Securities Administrator or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence’s willful malfeasance, bad faith or willful misconduct negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor Securities Administrator and the Trustee shall shall, immediately upon notice to it, notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator or the Trustee Trustee, as the case may be, to indemnification hereunderunder this Section 8.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel feesfees and expense, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, The Trust will indemnify the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive with, arising out of or related to this Trust Agreement, the termination of this Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the termination Certificates, except to the extent that any such loss, liability or expense (x) is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement or (y) does not constitute an “unanticipated expense” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer as a party shall be entitled to this Agreementreimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee and the Trustee, and their respective officers, directors, agents and affiliates, Servicer and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee or the Trustee Servicer may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and master service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee and the Trustee Servicer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or Agreement, the Mortgage Loans entitling the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee or the Trustee Servicer to indemnification hereunderunder this Section 5.30, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The failure to provide such immediate notice shall not affect the Master Servicer’s obligation pursuant to this Section 5.30 to indemnify the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer, except to the contrary contained herein, extent that the Master Servicer shall not settle any claim involving any of the other parties hereto without is materially prejudiced by such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party failure to this Agreementnotify.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and to hold each of the Depositor, the Sponsor and the Trustee, the Back-up Servicer, the Collateral Agent, the Unaffiliated Seller and their respective officers, directors, agents and affiliates, and hold each of them Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or Trustee, the Trustee Back-up Servicer, the Collateral Agent, the Unaffiliated Seller and any Certificateholder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor Each indemnified party and the Trustee Servicer shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Depositor, the Servicer, the Back-up Servicer, the Trustee, the Unaffiliated Seller and/or a Certificateholder in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any The obligations of the other parties hereto without such party’s Servicer under this Section 5.19 arising prior written consent unless such settlement involves a complete and absolute release to any resignation or termination of such party from any and all liability in connection with such claim. This indemnification the Servicer hereunder shall survive the termination of this Agreement resignation or the termination of the Master Servicer. (b) Upon receipt of written instruction from the Servicer, signed by a Servicing Officer, the Trustee may, if necessary, reimburse the Servicer as a party from amounts otherwise distributable on the Class X and R Certificates for all amounts advanced by it pursuant to Section 4.04 of the Unaffiliated Seller's Agreement, except when the claim relates directly to the failure of the Servicer, if it is, or is an Affiliate of, the Unaffiliated Seller, to perform its obligations to service and administer the Mortgages in compliance with the terms of the Unaffiliated Seller's Agreement, or the failure of the Unaffiliated Seller to perform its duties in compliance with the terms of this Agreement. (c) Upon receipt of written instruction from the Servicer, signed by a Servicing Officer, the Trustee shall reimburse the Unaffiliated Seller from amounts otherwise distributable on the Class X and R Certificates for all amounts advanced by the Unaffiliated Seller pursuant to the second sentence of Section 4.04(a) of the Unaffiliated Seller's Agreement except when the relevant claim relates directly to the failure of the Unaffiliated Seller to perform its duties in compliance with the terms of the Unaffiliated Seller's Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and to hold each of the Trust, the Owner Trustee, the Depositor, the Sponsor and the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and their respective officers, directors, agents and affiliates, and hold each of them Noteholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Trust, the Owner Trustee, the Depositor, the Sponsor or Indenture Trustee, the Trustee Collateral Agent, the Unaffiliated Seller, the Note Insurer and any Noteholder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor Agreement and the Trustee other Basic Documents. Each indemnified party and the Servicer shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or and the Mortgage Loans entitling other Basic Documents, and the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Trust, the Owner Trustee, the Depositor, the Servicer, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and/or a Noteholder in respect of such claim. Notwithstanding anything The Indenture Trustee shall reimburse the Servicer in accordance with Section 5.08 hereof, out of collections on the Mortgage Loans for the Due Period, for all amounts advanced by it pursuant to the contrary contained hereinpreceding sentence except to the extent that the claim relates directly to the failure of the Servicer to service and administer the Mortgages in compliance with the terms of this Agreement; provided, that the Master Servicer Servicer's indemnity hereunder shall not settle be in any claim involving any manner conditioned on the availability of funds for such reimbursement. The obligations of the other parties hereto without such party’s Servicer under this Section 5.19 arising prior written consent unless such settlement involves a complete and absolute release to any resignation or termination of such party from any and all liability in connection with such claim. This indemnification the Servicer hereunder shall survive the termination of this Agreement resignation or the termination of the Master Servicer. (b) The Indenture Trustee may, if necessary, reimburse the Servicer as a party from amounts otherwise distributable on the Trust Certificates for all amounts advanced by it pursuant to Section 4.04(a)(ii) of the Unaffiliated Seller's Agreement, except to the extent that the claim relates directly to the failure of the Servicer, if it is the Unaffiliated Seller, or is an Affiliate of the Unaffiliated Seller, to perform its obligations to service and administer the Mortgages in compliance with the terms of the Unaffiliated Seller's Agreement and this Agreement, or the failure of the Unaffiliated Seller to perform its duties in compliance with the terms of this Agreement. (c) The Indenture Trustee shall reimburse the Unaffiliated Seller from amounts otherwise distributable on the Trust Certificates for all amounts advanced by the Unaffiliated Seller pursuant to the second sentence of Section 4.04(a)(ii) of the Unaffiliated Seller's Agreement except when the relevant claim relates directly to the failure of the Unaffiliated Seller to perform its duties in compliance with the terms of the Unaffiliated Seller's Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor Sponsor, the Securities Administrator, the Custodians, the Trustee and the Trustee, and their respective officers, directors, agents and affiliatesTrust, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Servicers, Depositor, the Sponsor Sponsor, the Securities Administrator, the Custodians, the Trustee or the Trustee Trust may sustain as a result of (a) the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, including any material breach failure by the Master Servicer of or any if its obligations hereunder, including particularly its obligations Subcontractor utilized by such Master Servicer to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or deliver any information, data or materials required to be included in any Exchange Act report, (b) certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any material misstatement or omission in any information, data or materials provided failure by the Master Servicer, or (c) Servicer to identify any Subcontractor "participating in the negligence, bad faith or willful misconduct servicing function" within the meaning of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised Item 1122 of the possibility of such damages. Regulation AB.. The Depositor, the Sponsor Sponsor, the Securities Administrator, each Servicer, the applicable Custodian and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator, each Servicer, the applicable Custodian, the Trustee or the Trustee Trust to indemnification hereunderunder this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The Master Servicer agrees to indemnify and hold harmless the contrary contained hereinTrustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer shall and in connection with the Trustee's assumption (not settle any claim involving any including the Trustee's performance, except to the extent that costs or liability of the other parties hereto without such party’s Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior written consent unless such settlement involves a complete to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under this Agreement. The Trust will indemnify the Master Servicer and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive the termination with, arising out of or related to this Agreement or the termination Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer as a party to Servicer's representations and warranties in this Agreement, (ii) resulting from any breach of the applicable Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligation to indemnify the Trustee and the Custodian pursuant to Section 6.05, (iii) resulting from any breach of the applicable Original Loan Seller's obligations in connection with the applicable Assignment Agreement or the Representations and Warranties Agreements, as applicable, for which the applicable Original Loan Seller has performed its obligation to indemnify the Master Servicer pursuant to the applicable Assignment Agreement or the Representations and Warranties Agreements, as applicable, or (iv) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and to hold each of the Depositor, the Sponsor and the Trustee, the Collateral Agent, the Unaffiliated Seller, the Certificate Insurer and their respective officers, directors, agents and affiliates, and hold each of them Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or Trustee, the Trustee Collateral Agent, the Unaffiliated Seller, the Certificate Insurer and any Certificateholder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor Each indemnified party and the Trustee Servicer shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Depositor, the Servicer, the Trustee, the Unaffiliated Seller, the Certificate Insurer and/or a Certificateholder in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any The obligations of the other parties hereto without such party’s Servicer under this Section 5.19 arising prior written consent unless such settlement involves a complete and absolute release to any resignation or termination of such party from any and all liability in connection with such claim. This indemnification the Servicer hereunder shall survive the termination of this Agreement resignation or the termination of the Master Servicer. (b) The Trustee may, if necessary, reimburse the Servicer as a party from amounts otherwise distributable on the Class X and R Certificates for all amounts advanced by it pursuant to Section 4.04 of the Unaffiliated Seller's Agreement, except when the claim relates directly to the failure of the Servicer, if it is, or is an Affiliate of, the Unaffiliated Seller, to perform its obligations to service and administer the Mortgages in compliance with the terms of the Unaffiliated Seller's Agreement, or the failure of the Unaffiliated Seller to perform its duties in compliance with the terms of this Agreement. (c) The Trustee shall reimburse the Unaffiliated Seller from amounts otherwise distributable on the Class X and R Certificates for all amounts advanced by the Unaffiliated Seller pursuant to the second sentence of Section 4.04(a)(ii) of the Unaffiliated Seller's Agreement except when the relevant claim relates directly to the failure of the Unaffiliated Seller to perform its duties in compliance with the terms of the Unaffiliated Seller's Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicer, Depositor, the Sponsor Sponsor, the Securities Administrator, the Responsible Party, the Trustee and the Trustee, and their respective officers, directors, agents and affiliatesTrust, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Servicer, Depositor, the Sponsor Sponsor, the Securities Administrator, the Responsible Party, the Trustee or the Trustee Trust may sustain as a result of (a) the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, including any material breach failure by the Master Servicer of or any if its obligations hereunder, including particularly its obligations Subcontractor utilized by such Master Servicer to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or deliver any information, data or materials required to be included in any Exchange Act report, (b) certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any material misstatement or omission in any information, data or materials provided failure by the Master Servicer, or (c) Servicer to identify any Subcontractor "participating in the negligence, bad faith or willful misconduct servicing function" within the meaning of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised Item 1122 of the possibility of such damagesRegulation AB. The Depositor, the Sponsor Sponsor, the Securities Administrator, the Servicer, the Responsible Party and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator, the Servicer, the Responsible Party, the Trustee or the Trustee Trust to indemnification hereunderunder this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The Master Servicer agrees to indemnify and hold harmless the contrary contained hereinTrustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer shall and in connection with the Trustee's assumption as successor master servicer (not settle any claim involving any including the Trustee's performance, except to the extent that costs or liability of the other parties hereto without such party’s Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior written consent unless such settlement involves a complete to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under this Agreement. The Trust will indemnify the Master Servicer and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive the termination with, arising out of or related to this Agreement or the termination Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer as a party to Servicer's representations and warranties in this Agreement, (ii) resulting from any breach of the applicable Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (iii) resulting from any breach of the Responsible Party's obligations in connection with the Purchase Agreement, for which the Responsible Party has performed its obligation to indemnify the Master Servicer pursuant to the Purchase Agreement, or (iv) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), ) or Section 9.26 or any information, data or materials required to be included in any Exchange Act reportreport , provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify and hold the DepositorDepositors, the Sponsor and Custodian, the Trustee, the Certificate Insurer and their respective officers, directors, agents and affiliates, and hold each of them Holder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Sponsor or Custodian, the Trustee Certificate Insurer and any Holder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Depositors, the Trustee, the Custodian, the Certificate Insurer and each Certificateholder, if a claim is made by a third party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the Trustee and the Certificate Insurer) the defense of any such claim and pay advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. Notwithstanding anything The Trustee may, if necessary, reimburse the Servicer from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the contrary contained herein, preceding sentence except when the Master claim relates directly to the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall not settle any claim involving any have no lien on the assets of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection Trust with such claim. This indemnification shall survive the termination of respect to amounts advanced pursuant to this Agreement or the termination of the Master Servicer Section 9.01 directly as a party result of Servicer's failure to service and administer the Mortgage Loans in compliance with the terms of this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Securities Administrator and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Securities Administrator or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence’s willful malfeasance, bad faith or willful misconduct negligence in the performance of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable duties hereunder or by reason of its reckless disregard for any special, consequential, indirect or punitive damages pursuant to its obligations and duties under this Section 9.31, even if advised of the possibility of such damagesTrust Agreement. The Depositor, the Sponsor Securities Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator or the Trustee to indemnification hereunderunder this Section 8.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, The Trust will indemnify the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive with, arising out of or related to this Trust Agreement, the termination of this Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the termination Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer as a party shall be entitled to this Agreementreimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Account.

Indemnification; Third Party Claims. The (a) Each of the Master Servicer Servicer, the Depositor, and the Transferor (solely for the purpose of this Section 5.21, the "Indemnifying Parties") agrees to indemnify and to hold each of the Master Servicer, the Depositor, the Sponsor and the Trustee, the Transferor[, the Certificate Insurer] and their respective officerseach Certificateholder (solely for the purpose of this Section 5.21, directors, agents and affiliates, and hold each of them the "Indemnified Parties") harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorIndemnified Parties may, respectively, sustain in any way related to the Sponsor failure of any one or more of the Trustee may sustain as a result Indemnifying Parties to perform its respective duties in compliance with the terms of (a) any material breach by this Agreement. Each Indemnified Party and the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately promptly notify the Master Servicer other Indemnified Parties if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the DepositorAgreement, the Sponsor or the Trustee to indemnification hereunder, whereupon and the Master Servicer shall [with the consent of the Certificate Insurer, such consent not to be unreasonably withheld,] assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel feesfees [approved by the Certificate Insurer], and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Indemnified Parties in respect of such claim. Notwithstanding anything to The Trustee shall, out of the contrary contained hereinassets of the Trust Fund, reimburse the Master Servicer shall not settle any in accordance with Section 5.14 hereof for all amounts advanced by it pursuant to the preceding sentence except when the claim involving any of relates directly to the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination failure of the Master Servicer as a party to service and administer the Mortgages in compliance with the terms of this Agreement; provided, that the Master Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such reimbursement. (b) The Trustee, at the written request of the Master Servicer (which the Trustee may conclusively rely on) shall reimburse the Transferor from amounts otherwise distributable on the Class R Certificates for all amounts advanced by the Transferor pursuant to the second sentence of Section 4.3 of the Purchase and Sale Agreement except when the relevant claim relates directly to the failure of the Transferor to perform its duties in compliance with the terms of the Purchase and Sale Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Securities Administrator and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against against, any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Securities Administrator or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence’s willful malfeasance, bad faith or willful misconduct negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator or the Trustee Trustee, as the case may be, to indemnification hereunderunder this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel feesfees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the The Master Servicer shall not settle any claim involving any of agrees to indemnify and hold harmless the other parties hereto without such party’s prior written consent unless such settlement involves a complete Trustee from and absolute release of such party from against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a party result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in this Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Certificate Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Securities Administrator, the Servicers and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Securities Administrator, the Servicers or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence's willful malfeasance, bad faith or willful misconduct negligence in the performance of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable duties hereunder or by reason of its reckless disregard for any special, consequential, indirect or punitive damages pursuant to its obligations and duties under this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor Securities Administrator, the Servicers, and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Servicers or the Trustee to indemnification hereunderunder this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the The Master Servicer shall not settle any claim involving any of agrees to indemnify and hold harmless the other parties hereto without such party’s prior written consent unless such settlement involves a complete Trustee from and absolute release of such party from against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a party result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and to hold each of them the Trust, the Owner Trustee, the Seller, the Sponsor, the Backup Servicer, the Indenture Trustee, the Note Insurer and each Noteholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including attorneys’ fees and expenses) that the DepositorTrust, the Sponsor Owner Trustee, the Seller, the Sponsor, the Backup Servicer, the Indenture Trustee, the Note Insurer and any Noteholder (or any director, officer, employee or agent of the Trustee foregoing) may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and the other Basic Documents and in connection with its performance hereunder, provided, however, that the Indenture as provided in no event shall Section 6.16 thereof. Each indemnified party and the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon other Basic Documents and the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Trust, the Owner Trustee, the Seller, the Sponsor, the Backup Servicer, the Master Servicer, the Indenture Trustee, the Note Insurer and/or a Noteholder (or them any director, officer, employee or agent of the foregoing) in respect of such claim. Notwithstanding anything to the contrary contained herein, The obligations of the Master Servicer shall not settle under this Section 5.19 arising prior to any claim involving any resignation or termination of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification Master Servicer hereunder shall survive the resignation or termination of the Master Servicer or the termination of this Agreement or the termination of the Master Servicer as a party to this AgreementIndenture.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Issuer and the Indenture Trustee, the Owner Trustee, the Swap Counterparty, the Servicer and their respective officers, directors, agents and affiliates, the Subservicer and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee, the Swap Counterparty, the Servicer or the Trustee Subservicer may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and master service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee, the Servicer and the Trustee Subservicer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or Agreement, the Mortgage Loans entitling the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee, the Servicer or the Trustee Subservicer to indemnification hereunderunder this Section 5.30, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and to hold each of the Depositor, the Sponsor and the Trustee, the Seller, the Certificate Insurer and their respective officers, directors, agents and affiliates, and hold each of them Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or Trustee, the Trustee Seller, the Certificate Insurer and any Certificateholder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor Each indemnified party and the Trustee Servicer shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Depositor, the Servicer, the Trustee, the Seller, the Certificate Insurer and/or a Certificateholder in respect of such claim. Notwithstanding anything The Trustee shall reimburse the Servicer in accordance with Section 5.08 hereof for all amounts advanced by it pursuant to the contrary contained hereinpreceding sentence except when the claim relates directly to the failure of the Servicer to service and administer the Mortgages in compliance with the terms of this Agreement; provided, that the Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such reimbursement. (b) The Trustee may, if necessary, reimburse the Servicer from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to Section 4.04(a)(ii) of the Purchase Agreement, except when the claim relates directly to the failure of the Servicer, if it is, or is an Affiliate of, the Master Servicer shall not settle any claim involving any Seller, to perform its obligations to service and administer the Mortgages in compliance with the terms of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement Purchase Agreement, or the termination failure of the Master Servicer as a party Seller to perform its duties in compliance with the terms of this Agreement. (c) The Trustee shall reimburse the Seller from amounts otherwise distributable on the Class R Certificates for all amounts advanced by the Seller pursuant to the second sentence of Section 4.04(a)(ii) of the Purchase Agreement except when the relevant claim relates directly to the failure of the Seller to perform its duties in compliance with the terms of the Purchase Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to shall indemnify the Transferor, the Owner Trustee, the Issuer, the Depositor, the Sponsor Securities Insurer and the Trustee, and their respective officers, directors, agents and affiliates, Indenture Trustee (each an "Indemnified Party") and hold harmless each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees costs and expenses that resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of any of the Master Servicer's representations and warranties and covenants contained in this Agreement or in any way relating to the failure of the Master Servicer to perform its duties and service the Home Loans in compliance with the terms of this Agreement. (b) The Transferor, the Depositor, the Sponsor Owner Trustee, the Securities Insurer or the Trustee Indenture Trustee, as the case may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunderbe, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately promptly notify the Master Servicer if a claim is made by a third party with respect to a breach of any of the Master Servicer's representations and warranties and covenants contained in this Agreement or in any way relating to the Mortgage failure of the Master Servicer to perform its duties and service the Home Loans entitling in compliance with the terms of this Agreement. The Master Servicer shall promptly notify the Indenture Trustee, the Owner Trustee, the Securities Insurer and the Depositor of any claim of which it has been notified pursuant to this Section 9.01 by a Person other than the Depositor, and, in any event, shall promptly notify the Sponsor or the Trustee Depositor of its intended course of action with respect to indemnification hereunder, whereupon the any claim. (c) The Master Servicer shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim and pay all expenses in connection therewith, including counsel feesreasonable cooperation with, and promptly paywith the reasonable cooperation of, discharge the Indemnified Party. The Indemnified Party will have the right to employ its own counsel in any such action in addition to the counsel of the Master Servicer, but the fees and satisfy expenses of such counsel will be at the expense of such Indemnified Party, unless (i) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Master Servicer, (ii) the Master Servicer has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (iii) the named parties to any judgment such action or decree which proceeding (including any impleaded parties) include both the Master Servicer and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be entered against it one or more legal defenses available to them in respect of such claim. Notwithstanding anything which are different from or additional to those available to the contrary contained herein, Master Servicer. The Master Servicer shall not be liable for any settlement of any such claim or action unless the Master Servicer shall not settle any claim involving any of have consented thereto or be in default on its obligations hereunder. Any failure by an Indemnified Party to comply with the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination provisions of this Agreement or Section 9.01 shall relieve the termination Master Servicer of liability only if such failure is materially prejudicial to the position of the Master Servicer as a and then only to the extent of such prejudice. (d) The provisions of this Section 9.01 shall survive the replacement of the Master Servicer; provided, that no successor master servicer shall be liable for (or required to indemnify any party to this Agreementfor) any act or omission of any predecessor master servicer.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Issuer and the Indenture Trustee, the Owner Trustee, the Swap Counterparty, the Servicer and their respective officers, directors, agents and affiliates, the Subservicer and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee, the Swap Counterparty, the Servicer or the Trustee Subservicer may sustain as a result of (ai) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence’s willful misfeasance, bad faith or willful misconduct negligence in the performance of its duties under this Agreement, or (ii) the failure of the Master Servicer to perform its duties and master service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee, the Servicer and the Trustee Subservicer shall immediately promptly notify the Master Servicer if a claim is made by a third party with respect to this Agreement or Agreement, the Mortgage Loans entitling the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee, the Servicer or the Trustee Subservicer to indemnification hereunderunder this Section 5.30, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. 7.1.1. The Master Servicer agrees to shall indemnify the DepositorOwner, the Sponsor and the Trustee, its affiliates and their respective officers, directors, employees and agents and affiliates(collectively, “Owner Indemnitees”) and hold each of them the Owner Indemnitees harmless from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees third party claims and related costs, judgments, and any other costs, liability, fees and expenses Damages that the Depositor, Owner and the Sponsor or the Trustee Owner Indemnitees may sustain as to the extent resulting from or related to a result of (a) any material breach by the Master Servicer of any if its obligations hereundercovenant, including particularly its obligations to provide agreement, representation or warranty in this Agreement. The Owner shall promptly notify the Servicer of any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, claim covered hereby; provided, however, that in no event the Servicer shall not be relieved of its indemnification obligations hereunder due to the Master Owner’s failure to give such notice except to the extent that the Owner has knowledge of the breach, fails to notify the Servicer be liable for any specialand the Servicer has been prejudiced thereby. In connection with the Servicer’s indemnification obligations hereunder, consequentialthe Servicer may assume (with the prior written consent of the Owner, indirect or punitive damages if required pursuant to this Section 9.31the terms hereof, even if advised of and with counsel reasonably satisfactory to the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume Owner) the defense of any such claim and pay all reasonable expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any final judgment or decree which may be entered against it the Owner or them any other Owner Indemnitees in respect of such claim. Notwithstanding anything The Servicer agrees that it will not enter into any settlement of any such claim without the consent of the Owner (which consent shall not be unreasonably withheld or delayed) and such other Owner Indemnitees unless such settlement includes an unconditional release of the Owner and such other Owner Indemnitees from all liability that is the subject matter of such claim. 7.1.2. The Owner shall indemnify the Servicer, its affiliates, and their respective officers, directors, employees and agents (collectively, “Servicer Indemnitees”) and hold each of such Persons harmless from and against any and all third party claims and Damages that the Servicer or such Persons may sustain to the contrary contained hereinextent resulting from or related to a breach by the Owner of any covenant, agreement, representation or warranty in this Agreement. The Servicer shall notify the Owner of any claim covered hereby; provided, however, that the Owner shall not be relieved of its indemnification obligations hereunder due to the Servicer’s failure to give such notice except to the extent that the Servicer has knowledge of the breach, fails to notify the Owner and the Servicer has been prejudiced thereby. In connection with the Owner’s indemnification obligations hereunder, the Master Servicer shall not settle any claim involving any of Owner may assume (with the other parties hereto without such party’s prior written consent of the Servicer, if required pursuant to the terms hereof, and with counsel reasonably satisfactory to the Servicer) the defense of any such claim and pay all reasonable expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any final judgment or decree which may be entered against the Servicer or any other Servicer Indemnitees in respect of such claim. The Owner agrees that it will not enter into any settlement of any such claim without the consent of the Servicer (which consent shall not be unreasonably withheld or delayed) and such other indemnified Person unless such settlement involves a complete and absolute includes an unconditional release of the Servicer and such party other indemnified Person from any and all liability in connection with that is the subject matter of such claim. 7.1.3. This In addition to the indemnification set forth in Section 7.1.1 hereof, the Servicer shall indemnify and hold the Owner Indemnitees harmless from and against any Damages resulting from or related to the Servicer’s failure (either under this Agreement or as servicer of any Mortgage Loan prior to this Agreement) to have complied with all Applicable Requirements with respect to the origination, purchase, sale, securitization or servicing of the Mortgage Loans. 7.1.4. In addition to the indemnification set forth in Section 7.1.2 hereof, the Owner shall indemnify and hold the Servicer Indemnitees harmless from and against any Damages resulting from or related to: (a) any outstanding Servicing Advance for which the Servicer is not reimbursed in accordance with Section 2.24 hereof or any outstanding Servicing Fee for which Servicer is not paid in accordance with Section 4.3.hereof ; or (b) any Litigation commenced against the Servicer after the applicable Effective Date as a result of the Servicer’s acting as, or status as, servicer of the Mortgage Loans hereunder, to the extent that such Litigation does not arise out of or result from the Servicer’s breach of any provision of this Agreement (including any failure by the Servicer to disclose such Litigation as required herein). 7.1.5. The provisions of this Section 7.1 shall survive the termination of this Agreement or the termination Agreement. 7.1.6. For all purposes of this Agreement, knowledge of the Master Servicer as a party will not be imputed or attributed to this Agreementthe Owner, and knowledge of the Owner will not be imputed or attributed to the Servicer.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor Sponsor, the Securities Administrator, the Custodians, the Trustee and the Trustee, and their respective officers, directors, agents and affiliatesTrust, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Servicers, Depositor, the Sponsor Sponsor, the Securities Administrator, the Custodians, the Trustee or the Trustee Trust may sustain as a result of (a) the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, including any material breach failure by the Master Servicer of or any if its obligations hereunder, including particularly its obligations Subcontractor utilized by such Master Servicer to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or deliver any information, data or materials required to be included in any Exchange Act report, (b) certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any material misstatement or omission in any information, data or materials provided failure by the Master Servicer, or (c) Servicer to identify any Subcontractor "participating in the negligence, bad faith or willful misconduct servicing function" within the meaning of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised Item 1122 of the possibility of such damagesRegulation AB. The Depositor, the Sponsor Sponsor, the Securities Administrator, each Servicer, the applicable Custodian and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator, each Servicer, the applicable Custodian, the Trustee or the Trustee Trust to indemnification hereunderunder this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The Master Servicer agrees to indemnify and hold harmless the contrary contained hereinTrustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer shall and in connection with the Trustee's assumption (not settle any claim involving any including the Trustee's performance, except to the extent that costs or liability of the other parties hereto without such party’s Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior written consent unless such settlement involves a complete to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under this Agreement. The Trust will indemnify the Master Servicer and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive the termination with, arising out of or related to this Agreement or the termination Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer as a party to Servicer's representations and warranties in this Agreement, (ii) resulting from any breach of the applicable Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligation to indemnify the Trustee and the Custodian pursuant to Section 6.05, (iii) resulting from any breach of the applicable Original Loan Seller's obligations in connection with the related Assignment Agreement or the Representations and Warranties Agreements, as applicable, for which the applicable Original Loan Seller has performed its obligation to indemnify the Master Servicer pursuant to the related Assignment Agreement or the Representations and Warranties Agreements, as applicable, or (iv) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless the Owner against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, judgments and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee Owner may sustain as a result in any way related to the failure of (a) any material breach by the Master Servicer to service the Mortgage Loans in compliance with the terms of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 this Agreement or any information, data or materials required Reconstitution Agreement entered into pursuant to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, Section 8.1; provided, however, that in no event the Servicer shall the Master Servicer not be liable for hereunder with respect to (i) any specialaction or inaction in accordance with the written direction or consent of the Owner, consequential, indirect (ii) any action or punitive damages inaction resulting from the Owner's failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to this Section 9.31, even if advised of 2.18 or 4.2(c) or (iii) any action or inaction resulting from the possibility of such damagesOwner's failure to comply with Section 5.1(b). The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Owner if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Loans. The Servicer shall assume (with the written consent of the Owner) the defense of any such claim and and, subject to the last sentence of this paragraph, pay all reasonable expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Servicer or them the Owner in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master The Servicer shall not settle follow any claim involving any of written instructions received from the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability Owner in connection with any such claim. This indemnification The Servicer shall survive have the termination right to reimburse itself from the Account for all expenses, advances and liabilities incurred by the Servicer in respect of any such claim (whether or not the Servicer has assumed the defense thereof), except when the claim (i) is related to the Servicer's obligations to indemnify the Owner pursuant hereto, (ii) results from the failure of the Servicer to service the Mortgage Loans in compliance with the terms of this Agreement or (iii) results from the termination of the Master Servicer as a party to Servicer's willful misconduct, bad faith or negligence in performing its duties under this Agreement. (b) With respect to any Mortgage Loan, in the event that the Owner records or causes to be recorded in the appropriate public recording office of the jurisdiction in which the related Mortgaged Property is located the related Assignment of Mortgage which designates the Owner as the holder of record of the Mortgage and the Owner, in its capacity as the holder of record, receives written notice of any action with respect to the related Mortgage or the related Mortgaged Property, the Owner shall send a copy of such notice to the Servicer immediately in accordance with the provisions of Section 9.8. The Owner agrees that the Servicer shall have no liability to the Owner for the Owner's failure to comply with the provisions set forth in this paragraph.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor Sponsor, the Securities Administrator, the Custodians, the Trustee and the Trustee, and their respective officers, directors, agents and affiliatesTrust, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Servicers, Depositor, the Sponsor Sponsor, the Securities Administrator, the Custodians, the Trustee or the Trustee Trust may sustain as a result of (a) the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, including any material breach failure by the Master Servicer of or any if its obligations hereunder, including particularly its obligations Subcontractor utilized by the Master Servicer to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or deliver any information, data or materials required to be included in any Exchange Act report, (b) certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any material misstatement or omission in any information, data or materials provided failure by the Master Servicer, or (c) Servicer to identify any Subcontractor "participating in the negligence, bad faith or willful misconduct servicing function" within the meaning of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised Item 1122 of the possibility of such damagesRegulation AB. The Depositor, the Sponsor Securities Administrator, the applicable Custodian, Sponsor, each Servicer and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator, the applicable Custodian, each Servicer, the Trustee or the Trustee Trust to indemnification hereunderunder this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The Master Servicer agrees to indemnify and hold harmless the contrary contained hereinTrustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer shall and in connection with the Trustee's assumption (not settle any claim involving any including the Trustee's performance, except to the extent that costs or liability of the other parties hereto without such party’s Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior written consent unless such settlement involves a complete to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under this Agreement. The Trust will indemnify the Master Servicer and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive the termination with, arising out of or related to this Agreement or the termination Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement, (ii) resulting from any breach of the applicable Servicer's obligations in connection with this Agreement for which such Servicer as a party has performed its obligation to indemnify the Trustee and the Custodians pursuant to Section 6.05, (iii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement, for which the applicable Responsible Party has performed its obligation to indemnify the Master Servicer pursuant to this Agreement, or (iv) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Sponsor, the Certificate Registrar, the Paying Agent, the Certificate Insurer and the Trustee, Trustee (and each of their respective directors, officers, directors, agents employees and affiliates, agents) and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Sponsor, the Certificate Insurer, the Certificate Registrar, the Paying Agent or the Trustee may sustain as a result arising out of or based upon (a) any material breach by the Master Servicer of any if of its obligations hereunder, including particularly its obligations to provide any reports report under Section 9.25(a), Section 9.25(b), ) or Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages, (b) any material misstatement or omission on any information, data, or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder. The Depositor, the Sponsor Sponsor, the Certificate Insurer, the Certificate Registrar, the Paying Agent and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor Sponsor, the Certificate Insurer or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Master Subject to Section 6.3, the Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless the Owner against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses Losses that the DepositorOwner may sustain in any way related to the failure of such Servicer to service the Mortgage Loans in compliance with the terms of this Agreement; provided, however, the Sponsor or the Trustee may sustain as a result of Servicer shall not be liable hereunder (a) to the extent such Losses directly result from the Custodian's negligent action, negligent failure to act, bad faith, willful misconduct or breach under the Custodial Agreement, dated as of February 1, 2004, among the Owner, Indymac and the Custodian,(b) with respect to any material breach by action or inaction in accordance with the Master Servicer direction or consent of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, Owner or (c) resulting from the negligence, bad faith Owner's failure to respond to a request by the Servicer for direction or willful misconduct of the Master Servicer consent in connection accordance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages3.1(c) hereof. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Owner if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Loans. The Servicer shall assume (with the written notification to the Owner) the defense of any such claim and pay all reasonable expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Servicer or them the Owner, subject to limitation pursuant to this Section 6.1, in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master The Servicer shall not settle follow any claim involving any of written instructions received from the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability Owner in connection with any such claim. This indemnification claim and the Owner shall survive promptly reimburse the termination Servicer for all amounts reasonably advanced by it pursuant to the preceding sentence, except when the claim (a) is related to the Servicer's obligations to indemnify the Owner pursuant hereto, (b) results from the failure of the Servicer to service the Mortgage Loans in compliance with the terms of this Agreement or (c) results from the termination of the Master Servicer as a party to Servicer's willful misconduct, bad faith or negligence in performing its duties under this Agreement. (a) regarding the execution and delivery of release and reconveyance documents, and shall immediately complete, sign and return to the Servicer any additional documents that may be required of the holder of record of the Mortgage and may be reasonably requested by the Servicer in order to permit the Servicer to comply with the Servicer's servicing obligations, and, in its capacity as the holder of record, shall take such other action as may be reasonably requested by the Servicer. In addition, if, as a result of the recording of the related Assignment of Mortgage, the Owner, in its capacity as the holder of record, receives written notice of any action with respect to the related Mortgage or the related Mortgaged Property, the Owner shall send a copy of such notice to the Servicer immediately in accordance with the provisions of Section 9.8 of this Agreement. The Owner agrees that the Servicer shall have no liability to the Owner for the Owner's failure to comply with the provisions set forth in this paragraph.

Indemnification; Third Party Claims. The Master Servicer agrees In addition to the indemnification provided in Section 6.03, Seller shall indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless Purchaser against any and all claims, losses, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee Purchaser may sustain as a result of in any way related to (a) any material breach by the Master Servicer failure of any if Seller to perform its obligations hereunderduties, including particularly its obligations obligations, covenants and agreements and service the Mortgage Loans in strict compliance with the terms of this Agreement or Reconstitution Agreement entered into pursuant to provide any reports under Section 9.25(a)5.05, Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, and/or (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection comply with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damagesapplicable law. The Depositor, the Sponsor and the Trustee Seller shall immediately notify the Master Servicer Purchaser if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans entitling the DepositorLoans, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer and Seller shall assume (with the consent of Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it Seller or them Purchaser in respect of such claim. Seller shall provide Purchaser with a written report of all expenses and advances incurred by Seller pursuant to this Section 13.01 and Purchaser shall promptly reimburse Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to Seller's indemnification pursuant to Section 6.03, or the failure of the Seller to (a) service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement, and/or (b) comply with applicable law. Notwithstanding anything to the contrary contained hereinin this Agreement, in the Master Servicer event that Purchaser or its designee becomes record owner of any Mortgaged Property, Seller shall not settle be deemed to have failed to perform its obligations hereunder where it fails to act in response to any claim involving any notice delivered to the record holder of the other parties hereto without Mortgaged Property if (i) statutory notice was not delivered to Seller, (ii) Seller had no actual knowledge of the situation surrounding such party’s prior written consent unless such settlement involves a complete notice and absolute release (iii) Seller's inaction was due entirely to Seller's lack of receipt of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreementnotice.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Sponsor, the Trustee and the Trustee, any NIMS Insurer and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or Sponsor, the Trustee or any NIMS Insurer may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), ) or Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and Sponsor, the Trustee and any NIMS Insurer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or Sponsor, the Trustee or any NIMS Insurer to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Sponsor, the Certificate Registrar, the Paying Agent and the Trustee, Trustee (and each of their respective directors, officers, directors, agents employees and affiliates, agents) and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Sponsor, the Certificate Registrar, the Paying Agent or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if of its obligations hereunder, including particularly its obligations to provide any reports report under Section 9.25(a), Section 9.25(b), ) or Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if of advised of the possibility of such damages, (b) any material misstatement or omission on any information, data, or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder. The Depositor, the Sponsor Sponsor, the Certificate Registrar, the Paying Agent and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Sponsor and hold the Trustee, and their respective officers, directors, agents and affiliatesthe SBA, and hold each of them Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Sponsor or the Trustee SBA, and any Certificateholder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the SBA Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Trustee, the SBA and each Certificateholder if a claim is made by a third any party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Trustee, the SBA, and/or a Certificateholder in respect of such claim. Notwithstanding anything The Trustee may reimburse the Servicer from the Expense Account pursuant to Section 6.03(c)(i) for all amounts advanced by it pursuant to the contrary contained hereinpreceding sentence except when the claim relates directly to the failure of the Servicer to service and administer the SBA Loans in compliance with the terms of this Agreement. (b) The Seller agrees to indemnify and hold the Trustee, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete SBA and absolute release of such party from each Certificateholder harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the SBA, and any Certificateholder may sustain in any way related to the failure of the Servicer, if it is an affiliate thereof, or the failure of the Seller to perform its respective duties in compliance with the terms of this Agreement and in the best interests of the SBA and the Certificateholders. The Seller shall immediately notify the Trustee, the SBA, and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Seller shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection with therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Seller, the Trustee, the SBA and/or a Certificateholder in respect of such claim. This The Trustee may reimburse the Seller from the Expense Account pursuant to Section 6.03(c)(i) for all amounts advanced by them pursuant to the preceding sentence except when the claim relates directly to the Seller's indemnification shall survive pursuant to Section 2.05 and Section 3.03 or to the termination failure of the Servicer, if it is an affiliate of a Seller, to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, or the failure of the Seller to perform its duties in compliance with the terms of this Agreement or and in the termination best interests of the Master Servicer as a party to this AgreementSBA and the Certificateholders.

Indemnification; Third Party Claims. (a) Each Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of each such Master Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to this Agreement, any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of such Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Subject to the provisions of Section 9.40, the indemnification described in the preceding paragraph (including in the case of such claims or losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole. A Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim and satisfy any settlement or other disposition in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement or of the Master Servicers in such capacity. The Trustee, the Paying Agent or the Master Servicers shall promptly make from the applicable Certificate Account any payments certified by the applicable Master Servicer to the Trustee and the Paying Agent as required to be made to the applicable Master Servicer pursuant to this Section 8.25. (b) Each Master Servicer agrees to indemnify the Trustee, the applicable Special Servicer, the Trust, the Depositor, the Sponsor and the TrusteePaying Agent, and their respective officersany partner, directorsrepresentative, agents and affiliatesAffiliate, member, manager, director, officer, employee, agent or Controlling Person thereof, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the applicable Special Servicer, the Depositor, the Sponsor or Paying Agent and the Trustee Trust may sustain arising from or as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of the any of such Master Servicer's duties hereunder or by reason of negligent disregard of such Master Servicer's obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation such Master Servicer in connection with its performance hereunderis replaced, provided, however, the parties hereto agree that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility amount of such damagesclaims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the applicable Special Servicer, the Paying Agent or the Depositor, the Sponsor and the Trustee as applicable, shall immediately notify the applicable Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the Sponsor applicable Special Servicer, the Paying Agent or the Trustee Trust to indemnification hereunderunder this Section 8.25(b), whereupon the applicable Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the applicable Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything Any failure to so notify the contrary contained herein, the applicable Master Servicer shall not settle affect any claim involving any of rights the other parties hereto without such party’s prior written consent Trustee, the applicable Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement or otherwise, unless such settlement involves a complete and absolute release the applicable Master Servicer's defense of such party from any and all liability in connection with such claimclaim is materially prejudiced thereby. This The indemnification provided herein shall survive the termination of this Agreement and the resignation or the termination of the applicable Master Servicer, the applicable Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the applicable Master Servicer as shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the applicable Master Servicer was not culpable of willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or of negligent disregard of its respective duties hereunder or the indemnified party is found to have acted with willful misfeasance, bad faith or negligence. (c) The Master Servicers shall not have any liability to the Depositor, the Trustee, the Paying Agent, the Special Servicers, the 2007-HQ11 Master Servicer, the 2007-HQ11 Special Servicer, any Certificateholder, any Certificate Owner, any Primary Servicer, the Placement Agent, any Underwriter, any Rating Agency or any other Person to whom it delivers information pursuant to the provisions of this Agreement for federal, state or other applicable securities law violations relating to the disclosure of such information. In the event any Person brings any claims relating to or arising from the foregoing against a Master Servicer (or any partners, representatives, Affiliates, members, managers, directors, officers, employees, agents thereof), the Trust (from amounts held in any account) shall hold harmless and indemnify such Master Servicer from any loss or expense (including attorney fees) relating to or arising from such claims. (d) The 2007-HQ11 Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of the 2007-HQ11 Master Servicer shall be indemnified by the Trust and held harmless against (i) the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to the 2007-HQ11 Pooling and Servicing Agreement and this Agreement, and relating to the Non-Trust-Serviced Pari Passu Loan (but excluding any such losses allocable to the Non-Trust Serviced Companion Loan), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of the 2007-HQ11 Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the 2007-HQ11 Pooling and Servicing Agreement and (ii) any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses relating to the Non-Trust-Serviced Pari Passu Loan, but only to the extent that such losses arise out of the actions of the Master Servicers, the Special Servicers or the Trustee, and only to the extent that such actions are in violation of such party's duties under the provisions of this Agreement and to the extent that such actions are the result of such party's negligence, bad faith or willful misconduct.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify and hold the DepositorDepositors, the Sponsor and Custodian, the Trustee, the Certificate Insurer and their respective officers, directors, agents and affiliates, and hold each of them Holder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Sponsor or Custodian, the Trustee Certificate Insurer and any Holder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Depositors, the Trustee, the Custodian, the Certificate Insurer and each Certificateholder, if a claim is made by a third party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the Trustee and the Certificate Insurer) the defense of any such claim and pay advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. Notwithstanding anything The Trustee may, if necessary, reimburse the Servicer from amounts otherwise distributable on the Class X Certificates for all amounts advanced by it pursuant to the contrary contained herein, preceding sentence except when the Master claim relates directly to the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall not settle any claim involving any have no lien on the assets of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection Trust with such claim. This indemnification shall survive the termination of respect to amounts advanced pursuant to this Agreement or the termination of the Master Servicer Section 9.01 directly as a party result of Servicer's failure to service and administer the Mortgage Loans in compliance with the terms of this Agreement.

Indemnification; Third Party Claims. The Servicer shall indemnify Xxxxxx Brothers Bank, FSB, the Trust Fund, the Trustee and the Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee any of such parties may sustain as a result in any way related to the failure of (a) any material breach by the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer immediately shall notify Xxxxxx Brothers Bank, FSB, the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling Loans, assume (with the Depositorprior written consent of the indemnified party, the Sponsor which consent shall not be unreasonably withheld or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them any of such parties in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master The Servicer shall not settle follow any claim involving any of written instructions received from the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability Trustee in connection with such claim. This indemnification The Servicer shall survive provide the termination Trustee with a written report of all expenses and advances incurred by the Servicer pursuant to this Subsection 12.01, and the Trustee from the assets of the Trust Fund promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates to the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement or the termination gross negligence, bad faith or willful misconduct of the Master Servicer as a party to this AgreementServicer.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee and the Trustee, and their respective officers, directors, agents and affiliates, Servicer and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee or the Trustee Servicer may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and master service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee and the Trustee Servicer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or Agreement, the Mortgage Loans entitling the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee or the Trustee Servicer to indemnification hereunderunder this Section 5.21, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The failure to provide such immediate notice shall not affect the Master Servicer’s obligation pursuant to this Section 5.21 to indemnify the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer, except to the contrary contained herein, extent that the Master Servicer shall not settle any claim involving any of the other parties hereto without is materially prejudiced by such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party failure to this Agreementnotify.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor Sponsor, the Securities Administrator, the Responsible Party, the Trustee and the Trustee, and their respective officers, directors, agents and affiliatesTrust, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Servicers, Depositor, the Sponsor Sponsor, the Securities Administrator, the Responsible Party, the Trustee or the Trustee Trust may sustain as a result of (a) the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, including any material breach failure by the Master Servicer of or any if its obligations hereunder, including particularly its obligations Subcontractor utilized by such Master Servicer to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or deliver any information, data or materials required to be included in any Exchange Act report, (b) certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any material misstatement or omission in any information, data or materials provided failure by the Master Servicer, or (c) Servicer to identify any Subcontractor "participating in the negligence, bad faith or willful misconduct servicing function" within the meaning of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised Item 1122 of the possibility of such damagesRegulation AB. The Depositor, the Sponsor Sponsor, the Securities Administrator, each Servicer, the Responsible Party and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator, each Servicer, the Responsible Party, the Trustee or the Trustee Trust to indemnification hereunderunder this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The Master Servicer agrees to indemnify and hold harmless the contrary contained hereinTrustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer shall and in connection with the Trustee's assumption as successor master servicer (not settle any claim involving any including the Trustee's performance, except to the extent that costs or liability of the other parties hereto without such party’s Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior written consent unless such settlement involves a complete to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under this Agreement. The Trust will indemnify the Master Servicer and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive the termination with, arising out of or related to this Agreement or the termination Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer as a party to Servicer's representations and warranties in this Agreement, (ii) resulting from any breach of the applicable Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (iii) resulting from any breach of the Responsible Party's obligations in connection with the Purchase Agreement, for which the Responsible Party has performed its obligation to indemnify the Master Servicer pursuant to the Purchase Agreement, or (iv) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Sponsor, any NIMS Insurer, the Certificate Insurer and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or Sponsor, the Certificate Insurer, the Trustee or any NIMS Insurer may sustain as a result arising out of or based upon (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), ) or Section 9.26 or any information, data or materials required to be included in any Exchange Act reportreport , provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor Sponsor, the Trustee, the Certificate Insurer and the Trustee any NIMS Insurer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor Sponsor, the Trustee, the Certificate Insurer or the Trustee any NIMS Insurer to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and to hold each of the Trust, the Owner Trustee, the Depositor, the Sponsor and the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and their respective officers, directors, agents and affiliates, and hold each of them Noteholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Trust, the Owner Trustee, the Depositor, the Sponsor or Indenture Trustee, the Trustee Collateral Agent, the Unaffiliated Seller, the Note Insurer and any Noteholder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Agreement and the other Basic Documents including Section 9.31, even if advised 8.02 of the possibility Trust Agreement and Section 6.16 of such damagesthe Indenture. The Depositor, the Sponsor Each indemnified party and the Trustee Servicer shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or Agreement, and the Mortgage Loans entitling other Basic Documents, and the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Trust, the Owner Trustee, the Depositor, the Servicer, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and/or a Noteholder in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any The obligations of the other parties hereto without such party’s Servicer under this Section 5.19 arising prior written consent unless such settlement involves a complete and absolute release to any resignation or termination of such party from any and all liability in connection with such claim. This indemnification the Servicer hereunder shall survive the termination of this Agreement resignation or the termination of the Master Servicer. (b) The Indenture Trustee shall, if necessary, reimburse the Servicer as a party from amounts otherwise distributable on the Trust Certificates for all amounts advanced by it pursuant to Section 4.04 of the Unaffiliated Seller's Agreement, except when the claim relates directly to the failure of the Servicer, if it is, or is an Affiliate of, the Unaffiliated Seller, to perform its obligations to service and administer the Mortgages in compliance with the terms of the Unaffiliated Seller's Agreement, or the failure of the Unaffiliated Seller to perform its duties in compliance with the terms of this Agreement. (c) The Indenture Trustee shall reimburse the Unaffiliated Seller from amounts otherwise distributable on the Trust Certificates for all amounts advanced by the Unaffiliated Seller pursuant to the second sentence of Section 4.04(a)(ii) of the Unaffiliated Seller's Agreement except when the relevant claim relates directly to the failure of the Unaffiliated Seller to perform its duties in compliance with the terms of the Unaffiliated Seller's Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify and hold the DepositorDepositors, the Sponsor and Custodian, the Trustee, the Certificate Insurer and their respective officers, directors, agents and affiliates, and hold each of them Holder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Sponsor or Custodian, the Trustee Certificate Insurer and any Holder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Depositors, the Trustee, the Custodian, the Certificate Insurer and each Certificateholder, if a claim is made by a third party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the Trustee and the Certificate Insurer) the defense of any such claim and pay advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. Notwithstanding anything The Trustee may, if necessary, reimburse the Servicer from amounts otherwise distributable on the Class X Certificates for all amounts advanced by it pursuant to the contrary contained herein, preceding sentence except when the Master claim relates directly to the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall not settle any claim involving any have no lien on the assets of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection Trust with such claim. This indemnification shall survive the termination of respect to amounts advanced pursuant to this Agreement or the termination of the Master Servicer SECTION 9.01 directly as a party result of Servicer's failure to service and administer the Mortgage Loans in compliance with the terms of this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Sponsor, the Securities Administrator, the Trustee (including in its capacity as Certificate Registrar and the Trustee, Paying Agent) and any NIMS Insurer and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Sponsor, the Trustee, the Securities Administrator or the Trustee any NIMS Insurer may sustain as a result arising out of or based upon (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), ) or Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor Sponsor, the Trustee, the Securities Administrator and the Trustee any NIMS Insurer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor Sponsor, the Trustee, the Securities Administrator or the Trustee any NIMS Insurer to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to shall indemnify the Loan Originator, the Owner Trustee, the Trust, the Depositor, the Sponsor Indenture Trustee and the TrusteeNoteholders, and their respective officers, directors, employees, agents and affiliates, "control persons," as such term is used under the Act and under the Securities Exchange Act of 1934 as amended (each a "Servicer Indemnified Party") and hold harmless each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees costs and expenses that the Depositorresulting from any claim, the Sponsor demand, defense or the Trustee may sustain as assertion based on or grounded upon, or resulting from, a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 of the Servicer's representations and warranties and covenants contained in this Agreement or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission way relating to the failure of the Servicer to perform its duties and service the Loans in any information, data or materials provided by compliance with the Master Servicer, or (c) terms of this Agreement except to the negligence, bad faith extent such loss arises out of such Servicer Indemnified Party's gross negligence or willful misconduct of the Master Servicer in connection with its performance hereunder, misconduct; provided, however, that if the Servicer is not liable pursuant to the provisions of Section 8.01(b) hereof for its failure to perform its duties and service the Loans in compliance with the terms of this Agreement, then the provisions of this Section 8.01 shall have no event force and effect with respect to such failure. The provisions of this indemnity shall run directly to and be enforceable by a Servicer Indemnified Party subject to the Master limitations hereof. (b) None of the Loan Originator, the Depositor or the Servicer or any of their respective Affiliates, directors, officers, employees or agents shall be liable under any liability to the Owner Trustee, the Issuer, the Indenture Trustee or the Securityholders for any specialaction taken, consequentialor for refraining from the taking of any action, indirect or punitive damages in good faith pursuant to this Section 9.31Agreement, even if advised of or for errors in judgment; provided, however, that this provision shall not protect the possibility of such damages. The DepositorLoan Originator, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor Servicer or any of their respective Affiliates, directors, officers, employees, agents against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any expense or liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of the respective duties of the Servicer, the Depositor or the Trustee Loan Originator, as the case may be. The Loan Originator, the Depositor, the Servicer and any of their respective Affiliates, directors, officers, employees, agents may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (c) The Loan Originator agrees to indemnification hereunderindemnify and hold harmless the Depositor and the Noteholders, whereupon as the Master ultimate assignees from the Depositor (each an "Originator Indemnified Party," together with the Servicer shall assume Indemnified Parties, the "Indemnified Parties"), from and against any loss, liability, expense, damage, claim or injury arising out of or based on (i) any breach of any representation, warranty or covenant of the Loan Originator, the Servicer or their Affiliates, in any Basic Document, including, without limitation, the origination or prior servicing of the Loans by reason of any acts, omissions, or alleged acts or omissions arising out of activities of the Loan Originator, the Servicer or their Affiliates, and (ii) any untrue statement by the Loan Originator, the Servicer or its Affiliates of any material fact or any such Person's failure to state a material fact necessary to make such statements not misleading with respect to any such Person's statements contained in any Basic Document, including, without limitation, any Officer's Certificate, statement, report or other document or information prepared by any such Person and furnished or to be furnished by it pursuant to or in connection with the transactions contemplated thereby and not corrected prior to completion of the relevant transaction including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the Loans or any such Person's business, operations or financial condition, including reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided that the Loan Originator shall not indemnify an Originator Indemnified Party to the extent such claim and pay all expenses in connection therewithloss, including counsel feesliability, and promptly payexpense, discharge and satisfy damage or injury is due to either an Originator Indemnified Party's willful misfeasance, bad faith or negligence or by reason of an Originator Indemnified Party's reckless disregard of its obligations hereunder; provided, further, that the Loan Originator shall not be so required to indemnify an Originator Indemnified Party or to otherwise be liable hereunder or under any judgment or decree which may be entered against it or them provision of the Basic Documents to an Originator Indemnified Party for any losses in respect of such claim. Notwithstanding anything to the contrary contained hereinperformance of the Loans, the Master Servicer shall not settle any claim involving any insolvency, bankruptcy, delinquency, creditworthiness and similar characteristics of the Borrowers under the Loans, the uncollectability of any principal, interest, and any other parties hereto without charges (including late fees) under such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability loans, changes in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination market value of the Master Servicer as Loans or other similar investment risks associated with the Loans arising from a party to this Agreement.breach of any representation or warranty set forth in Exhibit E hereto, the sole remedy for the breach of which is provided in Section 3.06

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Sponsor, the Certificate Registrar, the Paying Agent and the Trustee, Trustee (and each of their respective directors, officers, directors, agents employees and affiliates, agents) and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Sponsor, the Certificate Registrar, the Paying Agent or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if of its obligations hereunder, including particularly its obligations to provide any reports report under Section 9.25(a), Section 9.25(b), ) or Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages, (b) any material misstatement or omission on any information, data, or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder. The Depositor, the Sponsor Sponsor, the Certificate Registrar, the Paying Agent and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and to hold each of the Depositor, the Sponsor and the Trustee, the Collateral Agent, the Unaffiliated Seller, the Certificate Insurer and their respective officers, directors, agents and affiliates, and hold each of them Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or Trustee, the Trustee Collateral Agent, the Unaffiliated Seller, the Certificate Insurer and any Certificateholder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor Each indemnified party and the Trustee Servicer shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Depositor, the Servicer, the Trustee, the Unaffiliated Seller, the Certificate Insurer and/or a Certificateholder in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any The obligations of the other parties hereto without such party’s Servicer under this Section 5.19 arising prior written consent unless such settlement involves a complete and absolute release to any resignation or termination of such party from any and all liability in connection with such claim. This indemnification the Servicer hereunder shall survive the termination of this Agreement resignation or the termination of the Master Servicer. (b) Upon receipt of written instruction from the Servicer, the Trustee may, if necessary, reimburse the Servicer as a party from amounts otherwise distributable on the Class X and R Certificates for all amounts advanced by it pursuant to Section 4.04 of the Unaffiliated Seller's Agreement, except when the claim relates directly to the failure of the Servicer, if it is, or is an Affiliate of, the Unaffiliated Seller, to perform its obligations to service and administer the Mortgages in compliance with the terms of the Unaffiliated Seller's Agreement, or the failure of the Unaffiliated Seller to perform its duties in compliance with the terms of this Agreement. (c) Upon receipt of written instruction from the Servicer, the Trustee shall reimburse the Unaffiliated Seller from amounts otherwise distributable on the Class X and R Certificates for all amounts advanced by the Unaffiliated Seller pursuant to the second sentence of Section 4.04(a)(ii) of the Unaffiliated Seller's Agreement except when the relevant claim relates directly to the failure of the Unaffiliated Seller to perform its duties in compliance with the terms of the Unaffiliated Seller's Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, Trustee and their respective officers, directors, agents agents, employees and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), ) or Section 9.26 or any information, data or materials required to be included in any Exchange Act report, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The (a) Subject to Section 9.30, the Master Servicer agrees to indemnify the Depositor, the Sponsor and the TrusteeIndemnified Persons for, and their respective officers, directors, agents and affiliates, and to hold each of them harmless against against, any and all claimsloss, losses, penalties, fines, forfeitures, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and related costsdisbursements of counsel) incurred on their part that may be sustained in connection with, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicerarising out of, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect relating to this Agreement or the Mortgage Loans entitling Certificates (i) related to the DepositorMaster Servicer’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement or, with respect to any Indemnified Person, results from a failure to perform by such Indemnified Person) or (ii) incurred by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Sponsor or Trustee shall have given the Master Servicer and the Seller written notice thereof promptly after the Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give such notice shall not affect the Indemnified Person’s right to indemnification hereunder. This indemnity shall survive the resignation or removal of the Trustee, whereupon the Master Servicer shall assume or the defense of any such claim Securities Administrator and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement. (b) The Trust will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise indemnified by the Master Servicer that is referred to in Subsection (a) above. (c) The Securities Administrator agrees to indemnify the Indemnified Persons (other than the Securities Administrator) for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part (i) in connection with, arising out of, or relating to the Securities Administrator’s failure to file a Form 10-K in accordance with Section 9.23 (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement or, with respect to any Indemnified Person, results from a failure to perform by such Indemnified Person), (ii) by reason of the Securities Administrator’s willful misfeasance, bad faith or gross negligence in the performance of such obligations pursuant to Section 9.23 or (iii) by reason of the Securities Administrator’s reckless disregard of its obligations pursuant to Section 9.23, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee shall have given the Securities Administrator written notice thereof promptly after the Trustee shall have with respect to such claim or legal action knowledge thereof. The Trustee’s failure to give such notice shall not affect the Indemnified Person’s right to indemnification hereunder. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Securities Administrator and the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Sponsor, any NIMS Insurer and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Sponsor, any NIMS Insurer or the Trustee may sustain as a result arising out of or based upon (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), ) or Section 9.26 or any information, data or materials required to be included in any Exchange Act reportreport , provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor Sponsor, any NIMS Insurer and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor Sponsor, any NIMS Insurer or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Sponsor and hold the Trustee, and their respective officers, directors, agents and affiliatesthe SBA, and hold each of them Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Sponsor or the Trustee SBA, and any Certificateholder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the SBA Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Trustee, the SBA and each Certificateholder if a claim is made by a third any party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Trustee, the SBA, and/or Certificateholder in respect of such claim. Notwithstanding anything The Trustee may reimburse the Servicer from the Expense Account pursuant to Section 6.03(c)(i) for all amounts advanced by it pursuant to the contrary contained hereinpreceding sentence except when the claim relates directly to the failure of the Servicer to service and administer the SBA Loans in compliance with the terms of this Agreement. (b) The Sellers agree to indemnify and hold the Trustee, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete SBA and absolute release of such party from each Certificateholder harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the SBA, and any Certificateholder may sustain in any way related to the failure of the Servicer, if it is an affiliate thereof, or the failure of the Sellers to perform their respective duties in compliance with the terms of this Agreement and in the best interests of the SBA and the Certificateholders. The Sellers shall immediately notify the Trustee, the SBA, and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Sellers shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection with therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Sellers, the Trustee, the SBA and/or Certificateholder in respect of such claim. This The Trustee may reimburse the Sellers from the Expense Account pursuant to Section 6.03(c)(i) for all amounts advanced by them pursuant to the preceding sentence except when the claim relates directly to the Sellers indemnification shall survive pursuant to Section 2.05 and Section 3.03 or to the termination failure of the Servicer, if it is an affiliate of a Seller, to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, or the failure of the Sellers to perform their duties in compliance with the terms of this Agreement or and in the termination best interests of the Master Servicer as a party to this AgreementSBA and the Certificateholders.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Sponsor, the Trustee (including in its capacity as the Certificate Registrar and the TrusteePaying Agent), and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee (including in its capacity as the Certificate Registrar and the Paying Agent) may sustain as a result arising out of or based upon (a) any material breach by the Master Servicer of any if of its obligations hereunder, including particularly its obligations to provide any reports report under Section 9.25(a), Section 9.25(b), ) or Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages, (b) any material misstatement or omission on any information, data, or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. (a) [Reserved] (b) The Master Servicer agrees to indemnify the Depositor, the Sponsor and hold harmless the Trustee, the Depositor and their respective officers, directors, agents and affiliates, and hold each of them harmless the Trust against any and all third-party claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, judgments and any other costs, liability, fees and expenses that the DepositorTrustee (on behalf of the Trust and the Certificateholders), the Sponsor Depositor or the Trustee Trust may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to service the Mortgage Loans in connection compliance with its performance hereunder, the terms of this Agreement; provided, however, that in no event the Servicer shall the Master Servicer not be liable for hereunder with respect to (i) any specialaction or inaction resulting from the written direction or written consent of the Trustee, consequentialthe Depositor or the Majority Certificateholders, indirect as applicable, (ii) any action or punitive damages inaction resulting from the Trustee's or the Custodian's failure to cause any Mortgage File (or portion thereof) to be released to the Servicer pursuant to this Sections 2.18 or 4.2(c), or (iii) any action or inaction resulting from the Trustee's or the Depositor's failure to comply with Section 9.31, even if advised of the possibility of such damages5.1(c). The Depositor, Servicer shall notify the Sponsor Trustee and the Trustee shall immediately notify the Master Servicer Depositor if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling that the Servicer determines in its good faith judgment will materially affect the Trustee's, the Depositor, the Sponsor 's or the Trustee to indemnification hereunder, whereupon the Master Trust's interest in such Mortgage Loans. The Servicer shall assume (with the written consent of the Depositor) the defense of any such claim and and, subject to the last sentence of this paragraph, pay all reasonable expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Servicer or them the Trustee, the Depositor or the Trust in respect of such claim. Notwithstanding anything The Servicer shall follow any written instructions received from the Trustee in connection with any such claim. The Servicer shall have the right to reimburse itself from the Collection Account for all expenses, advances and liabilities incurred by the Servicer in respect of any such claim (whether or not the Servicer has assumed the defense thereof), except when the claim (x) is related to the contrary contained hereinServicer's obligations to indemnify the Depositor, the Master Trustee (on behalf of the Trust and the Certificateholders) and the Trust pursuant hereto, (y) results from the failure of the Servicer to service the Mortgage Loans in compliance with the terms of this Agreement, or (z) results from the Servicer's willful misconduct, bad faith or negligence in performing its duties under this Agreement. (c) With respect to any Mortgage Loan, if the Depositor or the Trustee records or causes to be recorded the related Assignment of Mortgage designating the Depositor or the Trustee, as applicable, as the holder of record of the Mortgage in the appropriate public recording office of the jurisdiction in which the related Mortgaged Property is located, and the Depositor or the Trustee, as applicable, in its capacity as the holder of record, receives written notice of any action with respect to the related Mortgage or Mortgaged Property, the Depositor or the Trustee, as applicable, shall promptly send a copy of such notice to the Servicer in accordance with Section 8.8. The Servicer shall not settle have no liability to the Depositor, the Trustee or the Certificateholders for claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, or any claim involving other costs or expenses, that result from the Depositor's or the Trustee's failure to comply with the provisions set forth in this paragraph. (d) None of the Depositor or any of the other parties hereto without directors, officers, employees or agents of the Depositor shall be under any liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such party’s prior written consent unless such settlement involves a complete Person against any breach of warranties or representations made herein or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith or negligence in the performance of its duties or by reasons of reckless disregard of its respective obligations or duties hereunder. (e) The Depositor and absolute release any director, officer, employee or agent of such party from the Depositor may rely in good faith on any document of any kind which, prima facie, is properly executed and all submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor and any director, officer, employee or agent of the Depositor shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with such claim. This indemnification shall survive the termination of any legal action relating to this Agreement or the termination Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective willful misfeasance, bad faith or negligence, a breach of a representation or warranty hereunder or by reason of reckless disregard of its respective obligations or duties hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under this Agreement and which in its opinion may expose it to any expense or liability; provided, however, that the Depositor may in its discretion undertake any action related to its obligations hereunder that it may deem necessary or desirable with respect to this Agreement and the rights and duties of the Master Servicer as a party to this Agreementparties hereto and the interests of the parties hereunder.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify and to hold each of the Issuing Entity, the Owner Trustee, the Depositor, the Sponsor and Sponsor, the Indenture Trustee, the Note Insurer and their respective officers, directors, agents and affiliates, and hold each of them Noteholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including attorneys’ fees and expenses) that the Issuing Entity, the Owner Trustee, the Depositor, the Sponsor Sponsor, the Indenture Trustee, the Note Insurer and any Noteholder (or any director, officer, employee or agent of the Trustee foregoing) may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and the other Basic Documents and in connection with its performance hereunder, provided, however, that the Indenture as provided in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages6.16 thereof. The Depositor, the Sponsor Each indemnified party and the Trustee Servicer shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or and the Mortgage Loans entitling other Basic Documents and the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Servicer, the Indenture Trustee, the Note Insurer and/or a Noteholder (or them any director, officer, employee or agent of the foregoing) in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any The obligations of the other parties hereto without such party’s Servicer under this Section 5.19 arising prior written consent unless such settlement involves a complete and absolute release to any resignation or termination of such party from any and all liability in connection with such claim. This indemnification the Servicer hereunder shall survive the resignation or termination of the Servicer or the termination of this Agreement or the termination of the Master Servicer as a party to this AgreementIndenture.

Indemnification; Third Party Claims. The Master Servicer (solely for the purpose of this Section, the "Indemnifying Party") agrees to indemnify and to hold each of the Depositor, the Sponsor Issuer, the Owner Trustee and the TrusteeIndenture Trustee (solely for the purpose of this Section, and their respective officers, directors, agents and affiliates, and hold each of them the "Indemnified Parties") harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee Indemnified Parties may sustain as a result in any way related to the failure of (a) any material breach by the Indemnifying Party to perform its respective duties in compliance with the terms of this Agreement. Each Indemnified Party and the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer other Indemnified Parties if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the DepositorAgreement, the Sponsor or the Trustee to indemnification hereunder, whereupon and the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable outside counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered into against it or them the Indemnified Parties in respect of such claim. Notwithstanding anything The Indenture Trustee, shall, out of the assets of the Trust Estate reimburse the Master Servicer in accordance with Section 3.04(c) hereof for all amounts advanced by it pursuant to the contrary contained hereinpreceding sentence except where the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement; provided, however, that the Master Servicer's indemnity hereunder shall not in any manner be conditioned on the availability of funds for such reimbursement. If the Master Servicer is unable to pay any such amounts owed to the Indenture Trustee, such amounts shall be paid to the Indenture Trustee out of the Trust Estate pursuant to Section 3.05(a) of the Indenture. Solely to the extent that the Holders of the Certificate fail to indemnify the Owner Trustee as required by Section 7.02 of the Trust Agreement, the Master Servicer shall not settle any claim involving any undertake such indemnification in accordance with the terms of Section 7.02 of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Trust Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor Sponsor, the Securities Administrator, the Custodians, the Trustee and the Trustee, and their respective officers, directors, agents and affiliatesTrust, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Servicers, Depositor, the Sponsor Sponsor, the Securities Administrator, the Custodians, the Trustee or the Trustee Trust may sustain as a result of (a) the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, including any material breach failure by the Master Servicer of or any if its obligations hereunder, including particularly its obligations Subcontractor utilized by the Master Servicer to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or deliver any information, data or materials required to be included in any Exchange Act report, (b) certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any material misstatement or omission in any information, data or materials provided failure by the Master Servicer, or (c) Servicer to identify any Subcontractor "participating in the negligence, bad faith or willful misconduct servicing function" within the meaning of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised Item 1122 of the possibility of such damagesRegulation AB. The Depositor, the Sponsor Securities Administrator, the applicable Custodian, Sponsor, each Servicer and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator, the applicable Custodian, each Servicer, the Trustee or the Trustee Trust to indemnification hereunderunder this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The Master Servicer agrees to indemnify and hold harmless the contrary contained hereinTrustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer shall and in connection with the Trustee's assumption (not settle any claim involving any including the Trustee's performance, except to the extent that costs or liability of the other parties hereto without such party’s Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior written consent unless such settlement involves a complete to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under this Agreement. The Trust will indemnify the Master Servicer and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive the termination with, arising out of or related to this Agreement or the termination Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer as a party to Servicer's representations and warranties in this Agreement, (ii) resulting from any breach of the applicable Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligation to indemnify the Trustee and the Custodians pursuant to Section 6.05 or (iii) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer Seller and the Servicer, as applicable, agrees to indemnify and hold harmless the DepositorPurchaser, the Sponsor and the Trusteeits directors, and their respective officers, directorsagents, agents employees and affiliates, assignees from and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee any such Person may sustain as in any way related to (i) a result of (a) any material breach by the Master Servicer Seller or the Servicer, as the case may be, of any if of its representations and warranties contained in Section contained in Section 7 or (ii) a breach by Seller or Servicer, as the case may be, of any of its covenants and other obligations hereundercontained herein including, including particularly its obligations in the case of the Servicer, any failure of the Servicer to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included service the Mortgage Loans in any Exchange Act report, compliance with the terms of this Agreement. (b) any material misstatement The Seller or omission in any information, data or materials provided by the Master Servicer, or (c) as the negligencecase may be, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately (i) notify the Master Servicer Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling Loans, (ii) assume (with the Depositor, written consent of the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, fees and (iii) promptly pay, discharge and satisfy any judgment judgment, award, or decree which that may be entered against it or them the Purchaser in respect of such claim. Notwithstanding anything Nothing contained herein shall prohibit the Purchaser, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither the Seller nor the Servicer shall be obligated to pay or comply with any settlement to which it has not consented. If the Seller or the Servicer has assumed the defense of the Purchaser, the Servicer shall provide the Purchaser with a written report of all expenses and advances incurred by the Servicer pursuant to this Subsection 12.01 and the Purchaser shall promptly reimburse the Servicer for all amounts advanced by it pursuant to the contrary contained hereinpreceding sentence except when the claim in any way relates to (1) the Servicer’s failure to service the Mortgage Loans in compliance with the terms hereof or (2) a breach by Seller or Servicer, as the Master Servicer shall not settle any claim involving case may be, of any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete its representations and absolute release of such party from any and all liability warranties contained in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this AgreementSection 7.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor and Unaffiliated Seller, the Servicer, the Trustee, the Custodian, the Securities Administrator and their respective officers, directors, agents and affiliatesthe Trust Fund, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Unaffiliated Seller, the Servicer, the Trustee, the Custodian, the Securities Administrator or the Trustee Trust Fund may sustain as a result of (a) the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, including, without limitation, its obligations under Sections 3.02(e), 3.22, 3.23 or 8.12, including without limitation any material breach failure by the Master Servicer of to identify any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided Subcontractor engaged by the Master ServicerServicer or any of its Subcontractors "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, notwithstanding any transfer to a successor master servicer or (c) securities administrator, as the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damagescase may be. The Depositor, the Sponsor Unaffiliated Seller, Securities Administrator, the Servicer, the Custodian and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Unaffiliated Seller, the Servicer, the Trustee, the Securities Administrator, the Custodian or the Trustee Trust Fund to indemnification hereunderunder this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The Master Servicer agrees to indemnify and hold harmless the contrary contained hereinTrustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such respective liability or obligations of the Master Servicer shall and in connection with the Trustee's assumption (not settle any claim involving any including the Trustee's performance, except to the extent that costs or liability of the other parties hereto without Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such party’s prior written consent unless such settlement involves a complete agreement. The Trust Fund agrees to indemnify the Master Servicer and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer, as applicable may incur or sustain in connection with such claim. This indemnification shall survive the termination with, arising out of or related to this Agreement or the termination Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer as shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account. The Unaffiliated Seller agrees to indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to a party to this Agreementmaterial breach of the Unaffiliated Seller's repurchase obligations under Section 2.03(d).

Indemnification; Third Party Claims. (a) Each Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of each such Master Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to this Agreement, any Mortgage Loans, the Serviced Companion Loans (as provided in the following paragraph), any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of such Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence and subject to the provisions of Section 9.40, the indemnification described in the preceding paragraph (including in the case of such claims or losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, each Serviced Companion Loan. In the case of any such claims or losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, if such claims or losses relate to a Serviced Loan Group, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, the Senior Mortgage Loans, as applicable, and the Serviced Companion Loans, as applicable, in the relative proportions provided for in the applicable Co-Lender Agreement and (y) if the collections and proceeds described in subclause (x) are not sufficient to so indemnify such indemnified parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole. A Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim and satisfy any settlement or other disposition in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement or of the Master Servicers in such capacity. The Trustee, the Paying Agent or the Master Servicers shall promptly make from the applicable Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, a Serviced Companion Loan as described above, out of the Serviced Companion Loan Custodial Account) any payments certified by the applicable Master Servicer to the Trustee and the Paying Agent as required to be made to the applicable Master Servicer pursuant to this Section 8.25. (b) Each Master Servicer agrees to indemnify the Trustee, the applicable Special Servicer, the Trust, the Depositor, the Sponsor and Paying Agent, the TrusteeCustodian, and their respective officersany partner, directorsrepresentative, agents and affiliatesAffiliate, member, manager, director, officer, employee, agent or Controlling Person thereof, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the applicable Special Servicer, the Depositor, the Sponsor or Paying Agent, the Trustee Custodian and the Trust may sustain arising from or as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of the any of such Master Servicer's duties hereunder or by reason of negligent disregard of such Master Servicer's obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation such Master Servicer in connection with its performance hereunderis replaced, provided, however, the parties hereto agree that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility amount of such damagesclaims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the applicable Special Servicer, the Paying Agent, the Custodian or the Depositor, the Sponsor and the Trustee as applicable, shall immediately notify the applicable Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the Sponsor applicable Special Servicer, the Paying Agent, the Custodian or the Trustee Trust to indemnification hereunderunder this Section 8.25(b), whereupon the applicable Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the applicable Special Servicer, the Paying Agent, the Custodian or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything Any failure to so notify the contrary contained herein, the applicable Master Servicer shall not settle affect any claim involving any of rights the other parties hereto without such party’s prior written consent Trustee, the applicable Special Servicer, the Depositor, the Paying Agent, the Custodian or the Trust may have to indemnification under this Agreement or otherwise, unless such settlement involves a complete and absolute release the applicable Master Servicer's defense of such party from any and all liability in connection with such claimclaim is materially prejudiced thereby. This The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the applicable Master Servicer, the applicable Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the applicable Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the applicable Master Servicer was not culpable of willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or of negligent disregard of its respective duties hereunder or the indemnified party is found to have acted with willful misfeasance, bad faith or negligence. (c) The Master Servicers shall not have any liability to the Depositor, the Trustee, the Paying Agent, the Special Servicers, the 2006-PWR14 Master Servicer, the 2006-PWR14 Special Servicer, any Certificateholder, any Certificate Owner, any holder of a Serviced Companion Loan, any Primary Servicer, the Placement Agent, any Underwriter, any Rating Agency or any other Person to whom it delivers information pursuant to the provisions of this Agreement (based on any other Person's information or report) for federal, state or other applicable securities law violations relating to the disclosure of such information. In the event any Person brings any claims relating to or arising from the foregoing against a Master Servicer (or any partners, representatives, Affiliates, members, managers, directors, officers, employees, agents thereof), the Trust (from amounts held in any account) shall hold harmless and indemnify such Master Servicer from any loss or expense (including attorney fees) relating to or arising from such claims. (d) The 2006-PWR14 Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of the 2006-PWR14 Master Servicer shall be indemnified by the Trust and held harmless against (i) the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to the 2006-PWR14 Pooling and Servicing Agreement and this Agreement, and relating to the Non-Trust Serviced Pari Passu Loan (but excluding any such losses allocable to the Non-Trust Serviced Companion Loan), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of the 2006-PWR14 Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the 2006-PWR14 Pooling and Servicing Agreement and (ii) any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses relating to the Non-Trust Serviced Pari Passu Loan, but only to the extent that such losses arise out of the actions of the Master Servicers, the Special Servicers or the Trustee, and only to the extent that such actions are in violation of such party's duties under the provisions of this Agreement and to the extent that such actions are the result of such party's negligence, bad faith or willful misconduct. (e) The Primary Servicer with respect to the PCFII Loans and any partner, representative, Affiliate, member, manager, director, officer, employee or agent thereof shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, its Primary Servicing Agreement (but only if, and to the extent that, the Capmark Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the PCFII Loans, any PCFII Loan (solely with respect to the Primary Servicer for such PCFII Loans), any REO Property or the Certificates or any exercise of any right under this Agreement or its related Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of such Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. Such Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Primary Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement. The Trustee, the Paying Agent or the Capmark Master Servicer shall promptly make from the applicable Certificate Account any payments certified by such Primary Servicer with respect to the PCFII Loans to the Trustee and the Paying Agent as required to be made to such Primary Servicer pursuant to this Section 8.25. (f) The Primary Servicer with respect to the PCFII Loans agrees to indemnify the Trustee, the General Special Servicer, the Trust, the Depositor, the Paying Agent, the Custodian and any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Trustee, the General Special Servicer, the Depositor, the Paying Agent, the Custodian and the Trust may sustain arising from or as a party result of the willful misfeasance, bad faith or negligence in the performance of such Primary Servicer's duties under this Agreement, its related Primary Servicing Agreement or by reason of negligent disregard of such Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation such Primary Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the General Special Servicer, the Paying Agent, the Custodian or the Depositor, as applicable, shall immediately notify such Primary Servicer if a claim is made by any Person with respect to this Agreement, the related Primary Servicing Agreement or the PCFII Loans entitling the Trustee, the Depositor, the General Special Servicer, the Paying Agent, the Custodian or the Trust to indemnification under this Section 8.25(d), whereupon such Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the General Special Servicer, the Paying Agent, the Custodian or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify such Primary Servicer shall not affect any rights the Trustee, the General Special Servicer, the Depositor, the Paying Agent, the Custodian or the Trust may have to indemnification under this Agreement, the related Primary Servicing Agreement or otherwise, unless such Primary Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement and the resignation or termination of the applicable Master Servicer, the General Special Servicer, the Paying Agent, the Custodian and the Trustee. Any expenses incurred or indemnification payments made by such Primary Servicer with respect to the PCFII Loans shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of such Primary Servicer was not culpable or that such Primary Servicer did not act with willful misfeasance, bad faith or negligence.

Indemnification; Third Party Claims. The Master Servicer agrees to Company shall indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, Purchaser and hold each of them it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee Purchaser may sustain as a result in any way related to the failure of (a) any the Company to perform its duties and service the Mortgage Loans in material breach by compliance with the Master Servicer terms of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 this Agreement or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages Reconstitution Agreement entered into pursuant to this Section 9.31, even if advised of the possibility of such damages7.01. The Depositor, the Sponsor and the Trustee Company shall immediately notify the Master Servicer Purchaser reasonably promptly if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositorany Reconstitution Agreement, the Sponsor shall notify FNMA, FHLMC, or the Trustee reasonably promptly with respect to indemnification hereunderany claim made by a third party with respect to any Reconstitution Agreement, whereupon the Master Servicer shall assume (with the prior written consent of the Purchaser or such Trustee, as applicable) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Purchaser or them such Trustee, as applicable, in respect of such claim. Notwithstanding anything to The Company shall follow any reasonable written instructions received from the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability Purchaser in connection with such claim. This In addition, in connection with any claim made by a third party against the Purchaser or the Trustee with respect to any Mortgage Loan, the Company shall notify the Purchaser or the Trustee reasonably promptly following the receipt of such claim and shall assume the defense of any such claim, pay all expenses in connection therewith, including counsel fees, and shall promptly pay, discharge and satisfy any judgment or decree which may be entered against the Purchaser, the Trustee or the Company. In any such event, the Company shall be reimbursed from the Custodial Account for all amounts advanced by it hereunder except when the claim is in any way related to the Company's indemnification shall survive obligation in accordance with the termination first sentence of this Agreement or the termination of the Master Servicer as a party to this AgreementSection 9.01.

Indemnification; Third Party Claims. The Master Servicer agrees to shall indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, Owner and hold each of them it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee Owner may sustain as a result in any way related to the failure of (a) any material breach by the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 this Agreement or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages Reconstitution Agreement entered into pursuant to this Section 9.31, even if advised of the possibility of such damages7.01. The Depositor, the Sponsor and the Trustee Servicer immediately shall immediately notify the Master Servicer Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans entitling the DepositorLoans, the Sponsor shall promptly notify Fannie Mae, Freddie Mac, or the Trustee trustee with respect to indemnification hereunderany claim mxxx xx a thixx xxxxy with respect to any Reconstitution Agreement, whereupon assume (with the Master Servicer shall assume prior written consent of the Owner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Owner in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master The Servicer shall not settle follow any claim involving any of written instructions received from the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability Owner in connection with such claim. This The Owner promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer's indemnification shall survive pursuant to Section 6.02, or the termination failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement or any Reconstitution Agreement. The Owner shall indemnify the termination Servicer and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer may sustain in any way related to the failure of the Master Servicer as a party Owner to perform its duties in compliance with the terms of this AgreementAgreement or any Reconstitution Agreement entered into pursuant to Section 7.01.

Indemnification; Third Party Claims. The Master Servicer agrees to shall indemnify the DepositorLehman Brothers Bank, FSB, the Sponsor Trust Fund, the Trustee and the Trustee, and their respective officers, directors, agents and affiliates, xxx Xaster Servicer and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee any of such parties may sustain as a result in any way related to the failure of (a) any material breach by the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer immediately shall notify Lehman Brothers Bank, FSB, the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer Truxxxx xr any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling Loans, assume (with the Depositorprior written consent of the indemnified party, the Sponsor which consent shall not be unreasonably withheld or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them any of such parties in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master The Servicer shall not settle follow any claim involving any of written instructions received from the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability Trustee in connection with such claim. This indemnification The Servicer shall survive provide the termination Trustee with a written report of all expenses and advances incurred by the Servicer pursuant to this Subsection 12.01, and the Trustee from the assets of the Trust Fund promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates to the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement or the termination gross negligence, bad faith or willful misconduct of the Master Servicer as a party to this AgreementServicer.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and to hold each of them the Trust, the Owner Trustee, the Seller, the Sponsor, the Backup Servicer, the Indenture Trustee and each Noteholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including attorneys’ fees and expenses) that the DepositorTrust, the Sponsor Owner Trustee, the Seller, the Sponsor, the Backup Servicer, the Indenture Trustee and any Noteholder (or any director, officer, employee or agent of the Trustee foregoing) may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and the other Basic Documents and in connection with its performance hereunder, provided, however, that the Indenture as provided in no event shall Section 6.16 thereof. Each indemnified party and the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon other Basic Documents and the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Trust, the Owner Trustee, the Seller, the Sponsor, the Backup Servicer, the Master Servicer, the Indenture Trustee and/or a Noteholder (or them any director, officer, employee or agent of the foregoing) in respect of such claim. Notwithstanding anything to the contrary contained herein, The obligations of the Master Servicer shall not settle under this Section 5.19 arising prior to any claim involving any resignation or termination of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification Master Servicer hereunder shall survive the resignation or termination of the Master Servicer or the termination of this Agreement or the termination of the Master Servicer as a party to this AgreementIndenture.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to shall indemnify the Loan Originator, the Owner Trustee, the Trust, the Depositor, the Sponsor Indenture Trustee and the TrusteeNoteholders, and their respective officers, directors, employees, agents and affiliates, “control persons,” as such term is used under the Act and under the Securities Exchange Act of 1934 as amended (each a “Servicer Indemnified Party”) and hold harmless each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees costs and expenses that the Depositorresulting from any claim, the Sponsor demand, defense or the Trustee may sustain as assertion based on or grounded upon, or resulting from, a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 of the Servicer’s representations and warranties and covenants contained in this Agreement or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission way relating to the failure of the Servicer to perform its duties and service the Loans in any information, data or materials provided by compliance with the Master Servicer, or (c) terms of this Agreement except to the negligence, bad faith extent such loss arises out of such Servicer Indemnified Party’s gross negligence or willful misconduct of the Master Servicer in connection with its performance hereunder, misconduct; provided, however, that if the Servicer is not liable pursuant to the provisions of Section 8.01(b) hereof for its failure to perform its duties and service the Loans in compliance with the terms of this Agreement, then the provisions of this Section 8.01 shall have no event force and effect with respect to such failure. The provisions of this indemnity shall run directly to and be enforceable by a Servicer Indemnified Party subject to the Master limitations hereof. (b) None of the Loan Originator, the Depositor or the Servicer or any of their respective Affiliates, directors, officers, employees or agents shall be liable under any liability to the Owner Trustee, the Issuer, the Indenture Trustee or the Securityholders for any specialaction taken, consequentialor for refraining from the taking of any action, indirect or punitive damages in good faith pursuant to this Section 9.31Agreement, even if advised of or for errors in judgment; provided, however, that this provision shall not protect the possibility of such damages. The DepositorLoan Originator, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor Servicer or any of their respective Affiliates, directors, officers, employees, agents against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any expense or liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of the respective duties of the Servicer, the Depositor or the Trustee Loan Originator, as the case may be. The Loan Originator, the Depositor, the Servicer and any of their respective Affiliates, directors, officers, employees, agents may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (c) The Loan Originator agrees to indemnification hereunderindemnify and hold harmless the Depositor and the Noteholders, whereupon as the Master ultimate assignees from the Depositor (each an “Originator Indemnified Party,” together with the Servicer shall assume Indemnified Parties, the “Indemnified Parties”), from and against any loss, liability, expense, damage, claim or injury arising out of or based on (i) any breach of any representation, warranty or covenant of the Loan Originator, the Servicer or their Affiliates, in any Basic Document, including, without limitation, the origination or prior servicing of the Loans by reason of any acts, omissions, or alleged acts or omissions arising out of activities of the Loan Originator, the Servicer or their Affiliates, and (ii) any untrue statement by the Loan Originator, the Servicer or its Affiliates of any material fact or any such Person’s failure to state a material fact necessary to make such statements not misleading with respect to any such Person’s statements contained in any Basic Document, including, without limitation, any Officer’s Certificate, statement, report or other document or information prepared by any such Person and furnished or to be furnished by it pursuant to or in connection with the transactions contemplated thereby and not corrected prior to completion of the relevant transaction including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the Loans or any such Person’s business, operations or financial condition, including reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided that the Loan Originator shall not indemnify an Originator Indemnified Party to the extent such claim and pay all expenses in connection therewithloss, including counsel feesliability, and promptly payexpense, discharge and satisfy damage or injury is due to either an Originator Indemnified Party’s willful misfeasance, bad faith or negligence or by reason of an Originator Indemnified Party’s reckless disregard of its obligations hereunder; provided, further, that the Loan Originator shall not be so required to indemnify an Originator Indemnified Party or to otherwise be liable hereunder or under any judgment or decree which may be entered against it or them provision of the Basic Documents to an Originator Indemnified Party for any losses in respect of the performance of the Loans, the insolvency, bankruptcy, delinquency, creditworthiness and similar characteristics of the Borrowers under the Loans, the uncollectability of any principal, interest, and any other charges (including late fees) under such claimloans (provided such uncollectability was not due to an error on the part of the Loan Originator or any affiliate of the Loan Originator), changes in the market value of the Loans or other similar investment risks associated with the Loans arising from a breach of any representation or warranty set forth in Exhibit E hereto, the sole remedy for the breach of which is provided in Section 3.06 hereof. Notwithstanding anything The provisions of this indemnity shall run directly to and be enforceable by an Originator Indemnified Party subject to the contrary contained hereinlimitations hereof. (d) With respect to a claim subject to indemnity hereunder made by any Person against an Indemnified Party (a “Third Party Claim”), such Indemnified Party shall notify the related indemnifying parties (each an “Indemnifying Party”) in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the Indemnifying Parties shall have previously obtained actual knowledge thereof. Thereafter, the Master Servicer Indemnified Party shall deliver to the Indemnifying Parties, within a reasonable time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. No failure to give such notice or deliver such documents shall effect the rights to indemnity hereunder. Each Indemnifying Party shall promptly notify the Indenture Trustee and the Indemnified Party (if other than the Indenture Trustee) of any claim of which it has been notified and shall promptly notify the Indenture Trustee and the Indemnified Party (if applicable) of its intended course of action with respect to any claim. (e) If a Third Party Claim is made against an Indemnified Party, while maintaining control over its own defense, the Indemnified Party shall cooperate and consult fully with the Indemnifying Party in preparing such defense, and the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of such terms and the Indemnifying Party will promptly reimburse the Indemnified Party upon written request; provided, however, that the Indemnified Party may not settle any claim involving any or litigation without the consent of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this AgreementIndemnifying Party.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify and to hold each of the Trust, the Owner Trustee, the Depositor, the Sponsor and the Indenture Trustee, the Collateral Agent, the Originators and their respective officers, directors, agents and affiliates, and hold each of them Noteholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Trust, the Owner Trustee, the Depositor, the Sponsor or Indenture Trustee, the Trustee Collateral Agent, the Originators and any Noteholder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor Agreement and the Trustee other Basic Documents. Each indemnified party and the Servicer shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or and the Mortgage Loans entitling other Basic Documents, and the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Trust, the Owner Trustee, the Depositor, the Servicer, the Indenture Trustee, the Collateral Agent, the Originators and/or a Noteholder in respect of such claim. Notwithstanding anything The Indenture Trustee shall reimburse the Servicer in accordance with Section 7.08 hereof, out of collections on the Mortgage Loans for the Due Period, for all amounts advanced by it pursuant to the contrary contained hereinpreceding sentence except to the extent that the claim relates directly to the failure of the Servicer to service and administer the Mortgages in compliance with the terms of this Agreement; provided, that the Master Servicer Servicer's indemnity hereunder shall not settle be in any claim involving any manner conditioned on the availability of funds for such reimbursement. The obligations of the other parties hereto without such party’s Servicer under this Section 7.19 arising prior written consent unless such settlement involves a complete and absolute release to any resignation or termination of such party from any and all liability in connection with such claim. This indemnification the Servicer hereunder shall survive the termination of this Agreement resignation or the termination of the Master Servicer as a party to this AgreementServicer.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to shall indemnify the DepositorOwner, the Sponsor and the Trustee, its Affiliates and their respective officers, directors, employees and agents and affiliates, and hold each of them such persons harmless from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees claims and related costs, judgments, and any other costs, liability, fees and expenses Damages that the Depositor, the Sponsor or the Trustee Owner and such persons may sustain as a result resulting from or related to the failure of (a) the Servicer to perform its duties in compliance with the terms of this Agreement and for any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 representation or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct warranty of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damagescontained herein. The Depositor, the Sponsor and the Trustee Servicer immediately shall immediately notify the Master Servicer Owner if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling Loans, assume (with the Depositor, prior written consent of the Sponsor or Owner and with counsel reasonably satisfactory to the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume Owner) the defense of any such claim and pay all reasonable expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Owner or them any other indemnified Person in respect of such claim. Notwithstanding anything , but failure to so notify the contrary contained herein, the Master Servicer Owner and such other indemnified Persons shall not settle limit its obligations hereunder. The Servicer agrees that it will not enter into any settlement of any such claim involving any without the consent of the Owner and such other parties hereto without such party’s prior written consent indemnified Person unless such settlement involves a complete and absolute includes an unconditional release of the Owner and such party other indemnified Person from all liability that is the subject matter of such claim. (b) The Owner shall indemnify the Servicer, its Affiliates, and their respective officers, directors, employees and agents and hold each of such Persons harmless from and against any and all liability claims and Damages that Servicer or such Persons may sustain resulting from or related to the failure of the Owner to perform its duties in connection compliance with such claimthe terms of this Agreement and for breach of any representation or warranty of the Owner contained herein. This indemnification The Owner shall survive immediately notify the termination of Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Servicer and with counsel reasonably satisfactory to the Servicer) the defense of any such claim and pay all reasonable expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against Servicer or such other indemnified Person in respect of such claim but failure to so notify the Servicer and such other indemnified Person shall not limit its obligations hereunder. The Owner agrees that it will not enter into any settlement of any such claim without the consent of the Servicer and such other indemnified Person unless such settlement includes an unconditional release of the Servicer and such other indemnified Person from all liability that is the subject matter of such claim. (c) In addition to the indemnification set forth in Section 7.01(b) hereof, the Owner shall indemnify and hold Servicer harmless from and against any Damages resulting from or related to: (1) any failure of the Owner, any Prior Servicer or the Originator to have complied with all Applicable Requirements with respect to the origination, purchase, sale, securitization or servicing of the Mortgage Loans; (2) the Servicer’s compliance with written instructions of the Owner; (3) any outstanding Servicing Advance as to which Servicer is not reimbursed in accordance with Article II hereof; (4) the continuation by Servicer of the past practices of the Owner or any Prior Servicer that fail to comply with Applicable Requirements; (5) any failure of Servicer to comply with Applicable Requirements or the requirements of this Agreement as a result of there being any incomplete or missing Mortgage Loan Documents, Mortgage Files or Servicing Files as of the applicable Effective Date; (6) any Litigation commenced against Servicer after the applicable Effective Date as a result of Servicer’s acting as, or status as, servicer of the Mortgage Loans hereunder, to the extent that such Litigation does not arise out of or result from Servicer’s breach of any provision of this Agreement; (7) errors in the adjustment, after the applicable Effective Date but prior to the completion of an ARM Loan audit paid for by Owner with respect to such ARM Loan, of the interest rate or payments on an ARM Loan to the extent arising out of an incorrect adjustment of such interest rate or payments prior to the applicable Effective Date; or (8) any act or omission or other event or circumstance to the extent occurring or arising prior to the applicable Effective Date and related to the origination, purchase, sale, securitization or servicing of the Mortgage Loans. (d) The provisions of this Section 7.01 shall survive termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Sponsor, the Securities Administrator and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Sponsor, the Securities Administrator or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor Sponsor, the Securities Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor Sponsor, the Securities Administrator or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless the Owner against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses Losses that the Depositor, the Sponsor or the Trustee Owner may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission way related to the failure of such Servicer to service the Mortgage Loans in any information, data or materials provided by compliance with the Master Servicer, or (c) the negligence, bad faith or willful misconduct terms of the Master Servicer in connection with its performance hereunder, this Agreement; provided, however, that in no event the Servicer shall the Master Servicer not be liable for hereunder with respect to any special, consequential, indirect action or punitive damages pursuant to this Section 9.31, even if advised inaction (a) in accordance with the direction or consent of the possibility of such damagesOwner or (b) resulting from the Owner's failure to respond to a request by the Servicer for direction or consent in accordance with Section 3.1(c) hereof. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Owner if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Loans. The Servicer shall assume (with the written consent of the Owner) the defense of any such claim and pay all reasonable expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Servicer or them the Owner in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master The Servicer shall not settle follow any claim involving any of written instructions received from the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability Owner in connection with any such claim. This indemnification claim and the Owner shall survive promptly reimburse the termination Servicer for all amounts reasonably advanced by it pursuant to the preceding sentence, except when the claim (a) is related to the Servicer's obligations to indemnify the Owner pursuant hereto, (b) results from the failure of the Servicer to service the Mortgage Loans in compliance with the terms of this Agreement or (c) results from the termination Servicer's willful misconduct, bad faith or negligence in performing its duties under this Agreement. The Owner shall indemnify and hold harmless the Servicer against any and all Losses that the Servicer may sustain as a result of (a) any act or omission on the part of the Master Owner, any prior servicer or owner or any other third party which occurred in connection with the origination, receiving, processing, funding or servicing of a Mortgage at any time prior to the Cut-off Date or (b) a breach of any of the Owner's representations, warranties or covenants or obligations contained herein. (a) regarding the execution and delivery of release and reconveyance documents, and shall immediately complete, sign and return to the Servicer any additional documents that may be required of the holder of record of the Mortgage and may be reasonably requested by the Servicer in order to comply with the Servicer's servicing obligations, and, in its capacity as the holder of record, shall take such other action as may be reasonably requested by the Servicer. In addition, if, as a party result of the recording of the related Assignment of Mortgage, the Owner, in its capacity as the holder of record, receives written notice of any action with respect to the related Mortgage or the related Mortgaged Property, the Owner shall send a copy of such notice to the Servicer immediately in accordance with the provisions of Section 9.8 of this Agreement. The Owner agrees that the Servicer shall have no liability to the Owner for the Owner's failure to comply with the provisions set forth in this paragraph.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to shall indemnify the Owner Trustee, the Issuer, the Grantor Trust, the Depositor, the Sponsor Grantor Trustee, the Contract of Insurance Holder and the Trustee, and their respective officers, directors, agents and affiliates, Indenture Trustee (each an "Indemnified Party") and hold harmless each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees costs and expenses that the Depositorresulting from any claim, the Sponsor demand, defense or the Trustee may sustain as assertion based on or grounded upon, or resulting from, a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 of the Servicer's representations and warranties and covenants contained in this Agreement or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way relating to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Home Loans in connection compliance with its performance hereunder, the terms of this Agreement; provided, however, that in no event shall if the Master Servicer be is not liable for any special, consequential, indirect or punitive damages pursuant to the provisions of Section 9.01(d) hereof for its failure to perform its duties and service the Home Loans in compliance with the terms of this Agreement, then the provisions of this Section 9.319.01 shall have no force and effect with respect to such failure. (b) The Transferor, even if advised of the possibility of such damages. The Depositor, the Sponsor and Grantor Trustee, the Owner Trustee or the Indenture Trustee, as the case may be, shall immediately promptly notify the Master Servicer if a claim is made by a third party with respect to a breach of any of the Servicer's representations and warranties and covenants contained in this Agreement or in any way relating to the Mortgage failure of the Servicer to perform its duties and service the Home Loans entitling in compliance with the terms of this Agreement. The Servicer shall promptly notify the Indenture Trustee, the Grantor Trustee, the Owner Trustee and the Depositor of any claim of which it has been notified pursuant to this Section 9.01 by a Person other than the Depositor, and, in any event, shall promptly notify the Sponsor or the Trustee Depositor of its intended course of action with respect to indemnification hereunder, whereupon the Master any claim. (c) The Servicer shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim and pay all expenses in connection therewith, including counsel feesreasonable cooperation with, and promptly paywith the reasonable cooperation of, discharge the Indemnified Party. The Indemnified Party will have the right to employ its own counsel in any such action in addition to the counsel of the Servicer, but the fees and satisfy expenses of such counsel will be at the expense of such Indemnified Party, unless (i) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Servicer, (ii) the Servicer has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (iii) the named parties to any judgment such action or decree which proceeding (including any impleaded parties) include both the Servicer and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be entered against it one or more legal defenses available to them in respect of such claim. Notwithstanding anything which are different from or additional to those available to the contrary contained herein, the Master Servicer. The Servicer shall not settle be liable for any settlement of any such claim involving or action unless the Servicer shall have consented thereto or be in default on its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section 9.01 shall relieve the Servicer of liability only if such failure is materially prejudicial to the position of the Servicer and then only to the extent of such prejudice. (d) None of the Transferor, the Depositor, the Servicer or any of the other parties hereto without directors, officers, employees or agents of the Transferor, the Depositor or the Servicer, or members or Affiliates of the Depositor shall be under any liability to the Issuer or the Securityholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Transferor, the Depositor, the Servicer or any such party’s prior written consent unless such settlement involves a complete person against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any specific liability imposed on the Transferor, the Depositor or the Servicer herein, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the duties of the Servicer, the Depositor or the Transferor, as the case may be, or by reason of reckless disregard of the obligations and absolute release duties of such party from the Servicer, the Depositor or the Transferor, as the case may be, hereunder. The Transferor, the Depositor, the Servicer and any director, officer, employee or agent of the Transferor, the Depositor or the Servicer, or any member or Affiliate of the Depositor may rely in good faith on any document of any kind which, prima facie, is properly executed and all submitted by any Person respecting any matters arising hereunder. (e) The Servicer, the Transferor and the Depositor and any director, officer, employee or agent of the Servicer, the Transferor or the Depositor shall be indemnified by the Issuer and held harmless against any loss, liability or expense incurred in connection with such claim. This indemnification shall survive the termination of any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the termination of the Master Servicer Securities, other than any loss, liability or expense related to any specific Home Loan or Home Loans (except as a party any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Except as otherwise provided herein, none of the Transferor, the Depositor or the Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not related to its respective duties under this Agreement; provided, however, that, except as otherwise provided herein, any of the Transferor, the Depositor or the Servicer may, with the prior consent of the Indenture Trustee, in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuer, and the Transferor, the Depositor and the Servicer shall be entitled to be reimbursed therefor out of the Collection Account.

Indemnification; Third Party Claims. The Master Servicer agrees to shall indemnify and hold harmless the DepositorOwner (including prior Owners) (and if the Mortgage Loans are securitized, Goldman Sachs & Co., GS Mortgage Secuxxxxxx Cxxx., the Sponsor trustee, in its capacity as trustee for the trust issuing the securities backed by the Mortgage Loans, and the Trusteeentity, if any, acting in the capacity of a master servicer in connection with any securitization) and their respective its officers, directors, employees and agents and affiliatesany successor servicer and its directors, officers, employees and hold each of them harmless agents (the "Indemnified Parties"), and, if a Pass-Through Transfer occurs, the Guarantor against any and all claims, losses, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee may sustain Indemnified Parties incur as a result of (ai) any material the failure of the Servicer to perform its duties, obligations, covenants and agreements and service the Mortgage Loans in strict compliance with the terms of this Agreement or (ii) a breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer Servicer's representations and warranties set forth in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damagesArticle IX hereof. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Owner if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling Loans, and the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the written consent of Owner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Servicer or them the Indemnified Parties in respect of such claim. The Servicer shall provide Owner with a written report of all expenses and advances incurred by the Servicer pursuant to this Section 8.01 and Owner shall promptly reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to the Servicer's failure to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or for which the Indemnified Parties are indemnified hereunder. Notwithstanding anything to the contrary contained hereinin this Agreement, in the event that Owner or its designee becomes record owner of any Mortgaged Property, the Master Servicer shall not settle be deemed to have failed to perform its obligations hereunder where it fails to act in response to any claim involving any notice delivered to the record holder of the other parties hereto without Mortgaged Property if (i) statutory notice was not delivered to the Servicer, (ii) the Servicer had no actual knowledge of the situation surrounding such party’s prior written consent unless such settlement involves a complete notice and absolute release (iii) the Servicer's inaction was due entirely to the Servicer's lack of receipt of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreementnotice.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositorindemnify, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliatesdefend, and hold the Indenture Trustee (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), and each of them Noteholder, Certificateholder and any Hedge Counterparty harmless from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other reasonable costs, liability, fees and expenses that the DepositorIndenture Trustee (as such or in its individual capacity), the Sponsor Owner Trustee (as such or the Trustee in its individual capacity), and any Noteholder, Certificateholder or Hedge Counterparty may sustain as a result of (a) any material breach the failure of the Servicer to perform its duties and service the Commercial Loans in compliance with the terms of this Agreement, except to the extent arising from the gross negligence, willful misconduct or fraud by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damagesPerson claiming indemnification. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Indenture Trustee and the Owner Trustee if a claim is made by a third any party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the indemnified party) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Servicer, the Indenture Trustee (as such or them in its individual capacity), the Owner Trustee (as such or in its individual capacity), and/or a Noteholder, Certificateholder or Hedge Counterparty in respect of such claim. Notwithstanding anything . (b) The Seller agrees to indemnify, defend, and hold the contrary contained hereinIndenture Trustee (as such and in its individual capacity), the Master Servicer shall not settle Owner Trustee (as such and in its individual capacity), and each Noteholder, Certificateholder and any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete Hedge Counterparty harmless from and absolute release of such party from against any and all liability claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other reasonable costs, fees and expenses that the Indenture Trustee (as such or in connection its individual capacity), the Owner Trustee (as such or in its individual capacity), and any Noteholder, Certificateholder or Hedge Counterparty may sustain as a result of the failure of the Seller to perform its duties in compliance with such claim. This indemnification shall survive the termination terms of this Agreement or and in the termination best interests of the Master Servicer as Noteholders, the Certificateholders and any Hedge Counterparty, except to the extent arising from the gross negligence, willful misconduct or fraud by the Person claiming indemnification. The Seller shall immediately notify the Indenture Trustee and the Owner Trustee, if a claim is made by a third party with respect to this Agreement, and the Seller shall assume (with the consent of the indemnified party) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Seller, the Indenture Trustee (as such or in its individual capacity), the Owner Trustee (as such or in its individual capacity), and/or a Noteholder, Certificateholder or Hedge Counterparty in respect of such claim.

Indemnification; Third Party Claims. The Master Servicer (solely for the purpose of this Section, the “Indemnifying Party”) agrees to indemnify and to hold each of the Depositor, the Sponsor Issuer, the Owner Trustee and the TrusteeIndenture Trustee (solely for the purpose of this Section, and their respective officers, directors, agents and affiliates, and hold each of them the “Indemnified Parties”) harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee Indemnified Parties may sustain as a result in any way related to the failure of (a) any material breach by the Indemnifying Party to perform its respective duties in compliance with the terms of this Agreement. Each Indemnified Party and the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer other Indemnified Parties if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the DepositorAgreement, the Sponsor or the Trustee to indemnification hereunder, whereupon and the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable outside counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered into against it or them the Indemnified Parties in respect of such claim. Notwithstanding anything The Indenture Trustee, shall, out of the assets of the Trust Estate reimburse the Master Servicer in accordance with Section 3.04(b) hereof for all amounts advanced by it pursuant to the contrary contained hereinpreceding sentence except where the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement; provided, however, that the Master Servicer’s indemnity hereunder shall not in any manner be conditioned on the availability of funds for such reimbursement. If the Master Servicer is unable to pay any such amounts owed to the Indenture Trustee, such amounts shall be paid to the Indenture Trustee out of the Trust Estate pursuant to Section 3.05(a) of the Indenture. Solely to the extent that the Holders of the Certificate fail to indemnify the Owner Trustee as required by Section 7.02 of the Trust Agreement, the Master Servicer shall not settle any claim involving any undertake such indemnification in accordance with the terms of Section 7.02 of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Trust Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer ----------------------------------- agrees to indemnify and hold the DepositorIndenture Trustee, the Sponsor and the Co-Owner Trustee, the Issuer, the Seller and their respective officers, directors, agents each Securityholder harmless from and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorIndenture Trustee, the Sponsor Issuer, the Seller or the Trustee any Securityholder may sustain as a result of (a) any material breach by directly resulting from the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith negligence or willful misconduct of the Master Servicer in connection the performance of its duties hereunder or in the servicing of the Home Loans in compliance with its performance hereunderthe terms of this Agreement. It is the express intention of ------------------------------ the parties to this Agreement that the indemnification and hold harmless ------------------------------------------------------------------------ obligations of the Servicer set forth in the preceding sentence shall apply --------------------------------------------------------------------------- fully to claims, providedlosses, however, etc. resulting from acts or omissions that in no event may ----------------------------------------------------------------------- constitute ordinary negligence on the part of the Servicer. The Servicer shall the Master Servicer ---------------------------------------------------------- not be liable or responsible for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility representations, covenants, warranties, responsibilities, duties or liabilities of such damagesany prior Servicer. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Indenture Trustee, the Issuer, the Seller and each Securityholder if a claim is made by a third party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the Indenture Trustee and the Issuer) the defense of any such claim and pay advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Indenture Trustee, the Issuer, the Seller and/or any Securityholder in respect of such claim. Notwithstanding anything . (b) The Seller agrees to indemnify and hold the contrary contained hereinIndenture Trustee, the Master Issuer, the Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party each Securityholder harmless from and against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indenture Trustee, the Issuer, the Servicer or any Securityholder may sustain directly resulting from the negligence or willful misconduct of the Seller in the performance of its duties hereunder or in compliance with the terms of this Agreement. It is the express intention of the parties to this Agreement that ----------------------------------------------------------------- the indemnification and hold harmless obligations of the Seller set forth in ---------------------------------------------------------------------------- the preceding sentence shall apply fully to claims, losses, etc. resulting -------------------------------------------------------------------------- from acts or omissions that may constitute ordinary negligence on the part of ----------------------------------------------------------------------------- the Seller. The Seller shall immediately notify the Indenture Trustee, the ---------- Issuer, the Servicer and each Securityholder if a claim is made by a third party with respect to this Agreement, and the Seller shall assume (with the consent of the Indenture Trustee and the Issuer) the defense of any such claim and advance all expenses in connection with therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Seller, the Servicer, the Indenture Trustee, the Issuer and/or any Securityholder in respect of such claim. (c) The Transferor agrees to indemnify and hold the Indenture Trustee, the Issuer, the Servicer and each Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indenture Trustee, the Issuer, the Servicer or any Securityholder may sustain directly resulting from the negligence or willful misconduct of the Transferor in the performance of its duties hereunder or in compliance with the terms of this Agreement. This It is the express intention of the parties to this Agreement that ----------------------------------------------------------------- the indemnification and hold harmless obligations of the Transferor set forth ----------------------------------------------------------------------------- in the preceding sentence shall apply fully to claims, losses, etc. resulting ----------------------------------------------------------------------------- from acts or omissions that may constitute ordinary negligence on the part of ----------------------------------------------------------------------------- the Transferor. The Transferor shall immediately notify the Indenture Trustee, -------------- the Issuer, the Servicer and each Securityholder if a claim is made by a third party with respect to this Agreement, and the Transferor shall assume (with the consent of the Indenture Trustee and the Issuer) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Transferor, the Servicer, the Indenture Trustee, the Issuer and/or any Securityholder in respect of such claim. (d) The obligations of the Servicer, the Seller and the Transferor under this Section 9.01 shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Master Servicer (a) Without limiting Section 3.03 hereof, but subject to the limitations set forth below, the Seller agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless the Purchaser against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Purchaser may incur or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) way related to any material misstatement acts or omission in any information, data or materials provided omissions by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party Seller occurring with respect to this Agreement or any of the Mortgage Loans entitling prior to the Depositorrelated Closing Date, including without limitation any lender liability claims and other claims based on the Sponsor or the Trustee to indemnification hereunderalleged wrongful actions of Seller (collectively, whereupon the Master Servicer "Claims"). The Seller shall immediately assume the defense of any such claim Claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Purchaser in respect of such claimClaim. Notwithstanding anything Nothing contained herein shall prohibit the Purchaser, at Seller's expense, from retaining its own counsel to the contrary contained hereinassist in such proceedings or to observe such proceedings. (b) Without limiting Section 3.03 hereof, the Master Servicer shall not settle any claim involving if a failure or breach of any of the other parties hereto without foregoing representations and warranties set forth in Sections 3.01 or 3.02 exists as to or affects any Fannie Mortgage Loan, and Fxxxxx Mxx (i) requires Purchaser to pay an interim or final loss pursuant to the Loss Sharing Agreement, or (ii) requires Purchaser to deposit additional reserves in accordance with the terms of the Reserve Agreement, in any case related to such party’s prior written consent unless Fannie Mortgage Loan, Seller shall pay to Purchaser any such settlement involves a complete and absolute release amounts by wire transfer of immediately available funds within five (5) Business Days after receiving notice from Purchaser of such party amounts. At final settlement of any loss between Purchaser and Fxxxxx Mxx, (a) if Seller has made interim loss sharing payments or reserve payments with respect to such Fannie Mortgage Loan, Seller shall receive a credit for such payments, and (b) if amounts are owed from Fxxxxx Mxx to Purchaser, Purchaser agrees to pay to Seller any and all liability excess amounts previously paid by Seller by wire transfer of immediately available funds. Seller shall not be responsible to pay for increases in connection with such claim. This indemnification shall survive reserves pursuant to the termination of this Agreement Loss Sharing Agreement, Reserve Agreement, or the termination of the Master Servicer as a party Guide that are based solely on Purchaser's election to this Agreementchange loss sharing methods, adverse changes in Purchaser's net worth, liquidity or financial condition, or changes by Fxxxxx Mae in its formula for Restricted Liquidity.

Indemnification; Third Party Claims. The Master Servicer agrees to Company shall indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, Purchaser and hold each of them it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee Purchaser may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer Company to perform its duties and service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor and the Trustee Company immediately shall immediately notify the Master Servicer Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling Loans, assume (with the Depositor, prior written consent of the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Purchaser in respect of such claim. Notwithstanding anything to The Company shall follow any written instructions received from the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability Purchaser in connection with such claim. This The Purchaser promptly shall reimburse the Company for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Company’s indemnification shall survive pursuant to Section 3.03, or the termination failure of the Company to service and administer the Mortgage Loans in compliance with the terms of this Agreement Agreement. If the Purchaser seeks indemnification under this Subsection 8.01 or Section 3.03, it must promptly give the termination Company notice of any legal action or potential claim. However, delay or failure by the Master Servicer as a party Purchaser to this Agreementprovide such notice shall not release the Company from any indemnity obligations, except and only to the extent that the Company shows that such delay or failure materially prejudiced the defense of such action or increased the amount of such claim. The Company shall be responsible to conduct such defense through counsel reasonably satisfactory to the Purchaser, provided, however, that the Company is permitted to control fully the defense of any such claim and to settle any such claim subject to the Purchaser’s approval, which approval shall not be unreasonably withheld; provided further that the Purchaser shall have the right to retain counsel to represent it at its expense in connection with any such claim. If the Company fails to assume the defense of an action within twenty (20) days after receiving notice, then the Company shall be bound by any determination made in the action or by any compromise or settlement the Purchaser may effect. The Purchaser agrees to use reasonable efforts to mitigate any claims tendered to the Company. The Purchaser shall assign to the Company all of its claims for recovery against third parties for any indemnification provided by the Company, whether such claims arise pursuant to insurance coverage, contribution, subrogation or otherwise.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositorindemnify, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliatesdefend, and hold the Indenture Trustee (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the SBA and each Noteholder and Certificateholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indenture Trustee (as such or in its individual capacity), the Owner Trustee (as such or in its individual capacity) the SBA, and any Noteholder or Certificateholder may sustain in any way related to the failure of them the Servicer to perform its duties and service the SBA Loans in compliance with the terms of this Agreement. Notwithstanding the foregoing but subject to any other obligation of the Servicer to the SBA, (i) the Servicer shall not indemnify the Indenture Trustee, the Owner Trustee, the SBA or any Noteholder or Certificateholder if such acts, omissions or alleged acts constitute fraud, gross negligence, willful misconduct or breach of fiduciary duty by such Person and (ii) the Servicer shall not indemnify any such Person, for any taxes, including without limitation any federal, state or local income or franchise taxes or other taxes, imposed on or measured by income received by such Person (or any interest or penalties with respect thereto or arising from a failure to comply therewith) that are required to be paid by such Person in connection herewith to any taxing authority. The Servicer shall immediately notify the Indenture Trustee, the Owner Trustee and the SBA if a claim is made by any party with respect to this Agreement, and the Servicer shall assume (with the consent of the indemnified party) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any final judgment or decree which may be entered against the Servicer, the Indenture Trustee (as such or in its individual capacity), the Owner Trustee (as such or in its individual capacity), the SBA, a Noteholder and/or a Certificateholder in respect of such claim. The Indenture Trustee may reimburse the Servicer from the Expense Account pursuant to Section 5.03(c)(i) for all amounts advanced by it pursuant to the preceding sentence except when the claims relates directly to the failure of the Servicer to service and administer the SBA Loans in compliance with the terms of this Agreement. (b) The Company agrees to indemnify, defend, and hold the Indenture Trustee (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the SBA and each Noteholder and Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorIndenture Trustee (as such or in its individual capacity), the Sponsor Owner Trustee (as such or in its individual capacity), the Trustee SBA and any Noteholder or Certificateholder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer Company to perform its duties in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination terms of this Agreement or and in the termination best interests of the Master SBA, the Noteholders and the Certificateholders. Notwithstanding the foregoing subject to any other obligation of the Servicer as a party to this Agreement.the SBA, (i) the Company shall not indemnify the Indenture Trustee, the Owner Trustee, the SBA or any Noteholder or Certificateholder if such acts, omissions or alleged acts constitute fraud, gross negligence, willful misconduct or breach of fiduciary duty by such Person, (ii) the

Indemnification; Third Party Claims. (a) Each Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of each such Master Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to this Agreement, any Mortgage Loans, the Serviced Companion Loans (as provided in the following paragraph), any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of such Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence and subject to the provisions of Section 9.40, the indemnification described in the preceding paragraph (including in the case of such claims or losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, each Serviced Companion Loan. In the case of any such claims or losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, if such claims or losses relate to a Serviced Loan Group, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, the Senior Mortgage Loans, as applicable, and the Serviced Companion Loans, as applicable, in the relative proportions provided for in the applicable Co-Lender Agreement and (y) if the collections and proceeds described in subclause (x) are not sufficient to so indemnify such indemnified parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole. A Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim and satisfy any settlement or other disposition in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement or of the Master Servicers in such capacity. The Trustee, the Paying Agent or the Master Servicers shall promptly make from the applicable Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, a Serviced Companion Loan as described above, out of the Serviced Companion Loan Custodial Account) any payments certified by the applicable Master Servicer to the Trustee and the Paying Agent as required to be made to the applicable Master Servicer pursuant to this Section 8.25. (b) Each Master Servicer agrees to indemnify the Trustee, the applicable Special Servicer, the Trust, the Depositor, the Sponsor and Paying Agent, the TrusteeCustodian, and their respective officersany partner, directorsrepresentative, agents and affiliatesAffiliate, member, manager, director, officer, employee, agent or Controlling Person thereof, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the applicable Special Servicer, the Depositor, the Sponsor or Paying Agent, the Trustee Custodian and the Trust may sustain arising from or as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of the any of such Master Servicer's duties hereunder or by reason of negligent disregard of such Master Servicer's obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation such Master Servicer in connection with its performance hereunderis replaced, provided, however, the parties hereto agree that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility amount of such damagesclaims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the applicable Special Servicer, the Paying Agent, the Custodian or the Depositor, the Sponsor and the Trustee as applicable, shall immediately notify the applicable Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the Sponsor applicable Special Servicer, the Paying Agent, the Custodian or the Trustee Trust to indemnification hereunderunder this Section 8.25(b), whereupon the applicable Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the applicable Special Servicer, the Paying Agent, the Custodian or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything Any failure to so notify the contrary contained herein, the applicable Master Servicer shall not settle affect any claim involving any of rights the other parties hereto without such party’s prior written consent Trustee, the applicable Special Servicer, the Depositor, the Paying Agent, the Custodian or the Trust may have to indemnification under this Agreement or otherwise, unless such settlement involves a complete and absolute release the applicable Master Servicer's defense of such party from any and all liability in connection with such claimclaim is materially prejudiced thereby. This The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the applicable Master Servicer, the applicable Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the applicable Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the applicable Master Servicer was not culpable of willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or of negligent disregard of its respective duties hereunder or the indemnified party is found to have acted with willful misfeasance, bad faith or negligence. (c) The Master Servicers shall not have any liability to the Depositor, the Trustee, the Paying Agent, the Special Servicers, any Other Master Servicer, any Other Special Servicer, any Certificateholder, any Certificate Owner, any holder of a Serviced Companion Loan, any Primary Servicer, the Placement Agent, any Underwriter, any Rating Agency or any other Person to whom it delivers information pursuant to the provisions of this Agreement (based on any other Person's information or report) for federal, state or other applicable securities law violations relating to the disclosure of such information. In the event any Person brings any claims relating to or arising from the foregoing against a Master Servicer (or any partners, representatives, Affiliates, members, managers, directors, officers, employees, agents thereof), the Trust (from amounts held in any account) shall hold harmless and indemnify such Master Servicer from any loss or expense (including attorney fees) relating to or arising from such claims. (d) Each of the Other Master Servicers and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of such Other Master Servicer shall be indemnified by the Trust and held harmless against (i) the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to the related Other Pooling and Servicing Agreement and this Agreement, and relating to the related Non-Trust Serviced Pari Passu Loan (but excluding any such losses allocable to the related Non-Trust Serviced Companion Loan), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of such Other Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the related Other Pooling and Servicing Agreement and (ii) any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses relating to the related Non-Trust Serviced Pari Passu Loan, but only to the extent that such losses arise out of the actions of the Master Servicers, the Special Servicers or the Trustee, and only to the extent that such actions are in violation of such party's duties under the provisions of this Agreement and to the extent that such actions are the result of such party's negligence, bad faith or willful misconduct. (e) The Primary Servicer with respect to the PCFII Loans and any partner, representative, Affiliate, member, manager, director, officer, employee or agent thereof shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, its Primary Servicing Agreement (but only if, and to the extent that, the Capmark Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the PCFII Loans, any PCFII Loan (solely with respect to the Primary Servicer for such PCFII Loans), any REO Property or the Certificates or any exercise of any right under this Agreement or its related Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of such Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. Such Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Primary Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement. The Trustee, the Paying Agent or the Capmark Master Servicer shall promptly make from the applicable Certificate Account any payments certified by such Primary Servicer with respect to the PCFII Loans to the Trustee and the Paying Agent as required to be made to such Primary Servicer pursuant to this Section 8.25. (f) The Primary Servicer with respect to the PCFII Loans and the Primary Servicer with respect to the Nationwide Loans each agrees (severally and not jointly) to indemnify the Trustee, the General Special Servicer, the Trust, the Depositor, the Paying Agent, the Custodian and any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Trustee, the General Special Servicer, the Depositor, the Paying Agent, the Custodian and the Trust may sustain arising from or as a party result of the willful misfeasance, bad faith or negligence in the performance of such Primary Servicer's duties under this Agreement, its related Primary Servicing Agreement or by reason of negligent disregard of such Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation such Primary Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the General Special Servicer, the Paying Agent, the Custodian or the Depositor, as applicable, shall immediately notify such Primary Servicer if a claim is made by any Person with respect to this Agreement, the related Primary Servicing Agreement or the PCFII Loans (solely with respect to the Primary Servicer for the PCFII Loans) or the Nationwide Loans (solely with respect to the Primary Servicer for the Nationwide Loans) entitling the Trustee, the Depositor, the General Special Servicer, the Paying Agent, the Custodian or the Trust to indemnification under this Section 8.25(d), whereupon such Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the General Special Servicer, the Paying Agent, the Custodian or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify such Primary Servicer shall not affect any rights the Trustee, the General Special Servicer, the Depositor, the Paying Agent, the Custodian or the Trust may have to indemnification under this Agreement, the related Primary Servicing Agreement or otherwise, unless such Primary Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement and the resignation or termination of the applicable Master Servicer, the General Special Servicer, the Paying Agent, the Custodian and the Trustee. Any expenses incurred or indemnification payments made by such Primary Servicer with respect to the PCFII Loans or the Nationwide Loans, as applicable, shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of such Primary Servicer was not culpable or that such Primary Servicer did not act with willful misfeasance, bad faith or negligence. (g) The parties to this Agreement acknowledge that the Primary Servicer with respect to the Nationwide Loans has executed an undertaking in the form set forth in Exhibit R attached hereto, in which such Primary Servicer has agreed to the obligations purported to be imposed on it under Section 8.25(f). The parties to this Agreement agree that such Primary Servicer shall be a third party beneficiary of Section 8.25(f) to the extent of the rights granted to such Primary Servicer under such Section.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Sponsor, the Certificate Registrar, the Certificate Insurer, the Paying Agent and the Trustee, Trustee (and each of their respective directors, officers, directors, agents employees and affiliates, agents) and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Sponsor, the Certificate Insurer, the Certificate Registrar, the Paying Agent or the Trustee may sustain as a result arising out of or based upon (a) any material breach by the Master Servicer of any if of its obligations hereunder, including particularly its obligations to provide any reports report under Section 9.25(a), Section 9.25(b), ) or Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages, (b) any material misstatement or omission on any information, data, or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder. The Depositor, the Sponsor Sponsor, the Certificate Insurer the Certificate Registrar, the Paying Agent and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor Sponsor, the Certificate Insurer or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Sponsor and hold the Trustee, the Co-Trustee and their respective officers, directors, agents and affiliates, and hold each of them Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Sponsor or the Co- Trustee and any Certificateholder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer and the Claims Administrator to perform its duties and service the Home Improvement Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Trustee, the Co-Trustee and each Certificateholder if a claim is made by a third party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the Trustee or the Co-Trustee, as the case may be,) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Claims Administrator, the Trustee, the Co- Trustee and/or Certificateholder in respect of such claim. Notwithstanding anything The Trustee may reimburse the Servicer from the Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the contrary contained hereinHolders of the Class X Certificates from the Remaining Amount Available for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the Claim relates directly to the failure of the Servicer or the Claims Administrator to service and administer the Mortgages in compliance with the terms of this Agreement. (b) The Representative agrees to indemnify and hold the Trustee, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete Co-Trustee and absolute release of such party from each Certificateholder harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Co-Trustee and any Certificateholder may sustain in any way related to the failure of the Servicer, if it is an affiliate thereof, or the failure of the Representative to perform their respective duties in compliance with the terms of this Agreement and in the best interests of the Certificateholders. The Representative shall immediately notify the Trustee, the Co-Trustee and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Representative shall assume (with the consent of the Trustee or the Co-Trustee, as the case may be) the defense of any such claim and pay all expenses in connection with therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Representative, the Trustee, the Co-Trustee and/or Certificateholder in respect of such claim. This The Trustee may reimburse the Representative from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class X Certificates from the Remaining Amount Available for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the claim relates directly to the Representative's indemnification shall survive pursuant to Section 2.05 and Section 3.03 or to the termination failure of the Servicer, if it is an affiliate of the Representative to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, or the failure of the Representative to perform its duties in compliance with the terms of this Agreement or and in the termination best interest of the Master Servicer as a party to this AgreementCertificateholders.

Indemnification; Third Party Claims. The Master Servicer (solely for the purpose of this Section, the “Indemnifying Party”) agrees to indemnify and to hold each of the Depositor, the Sponsor Issuer, the Owner Trustee, the Indenture Trustee and the TrusteeCustodian (solely for the purpose of this Section, and their respective officers, directors, agents and affiliates, and hold each of them the “Indemnified Parties”) harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee Indemnified Parties may sustain as a result in any way related to the failure of (a) any material breach by the Indemnifying Party to perform its respective duties in compliance with the terms of this Agreement. Each Indemnified Party and the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer other Indemnified Parties if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the DepositorAgreement, the Sponsor or the Trustee to indemnification hereunder, whereupon and the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered into against it or them the Indemnified Parties in respect of such claim. Notwithstanding anything The Indenture Trustee, shall, out of the assets of the Trust Estate, reimburse the Master Servicer in accordance with Section 3.04(c) hereof for all amounts advanced by it pursuant to the contrary contained hereinpreceding two sentences except where the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement; provided, however, that the Master Servicer’s indemnity hereunder shall not in any manner be conditioned on the availability of funds for such reimbursement. If the Master Servicer is unable to pay any such amounts owed to the Indenture Trustee, such amounts shall be paid to the Indenture Trustee out of the Trust Estate pursuant to Section 3.05 of the Indenture. Solely to the extent that the Holders of the Certificate fail to indemnify the Owner Trustee as required by Section 7.02 of the Trust Agreement, the Master Servicer shall not settle any claim involving any undertake such indemnification in accordance with the terms of Section 7.02 of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Trust Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Sponsor and hold the Trustee, the Co-Trustee and their respective officers, directors, agents and affiliates, and hold each of them Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Sponsor or the Co-Trustee and any Certificateholder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer and the Claims Administrator to perform its duties and service the Home Improvement Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Trustee, the Co-Trustee and each Certificateholder if a claim is made by a third party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Claims Administrator, the Trustee and/or Certificateholder in respect of such claim. Notwithstanding anything The Trustee may reimburse the Servicer from the Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the contrary contained hereinHolders of the Class X Certificates from the Remaining Amount Available for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the Claim relates directly to the failure of the Servicer or the Claims Administrator to service and administer the Mortgages in compliance with the terms of this Agreement. (b) The Representative agrees to indemnify and hold the Trustee, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete Co-Trustee and absolute release of such party from each Certificateholder harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Co-Trustee and any Certificateholder may sustain in any way related to the failure of the Servicer, if it is an affiliate thereof, or the failure of the Representative to perform their respective duties in compliance with the terms of this Agreement and in the best interests of the Certificateholders. The Representative shall immediately notify the Trustee and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Representative shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection with therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Representative, the Trustee, the Co-Trustee and/or Certificateholder in respect of such claim. This The Trustee may reimburse the Representative from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class X Certificates from the Remaining Amount Available for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the claim relates directly to the Representative's indemnification shall survive pursuant to Section 2.05 and Section 3.03 or to the termination failure of the Servicer, if it is an affiliate of the Representative to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, or the failure of the Representative to perform its duties in compliance with the terms of this Agreement or and in the termination best interest of the Master Servicer as a party to this AgreementCertificateholders.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Securities Administrator and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Securities Administrator or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence's willful misfeasance, bad faith or willful misconduct negligence in the performance of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable duties hereunder or by reason of its reckless disregard for any special, consequential, indirect or punitive damages pursuant to its obligations and duties under this Section 9.31, even if advised of the possibility of such damagesAgreement and Xxxxxx Trust Purchase and Servicing Agreement. The Depositor, the Sponsor Securities Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Xxxxxx Trust Mortgage Loans entitling the Depositor, the Sponsor Securities Administrator or the Trustee to indemnification hereunderunder this Section 9.09, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything ; provided, however, that the failure to the contrary contained herein, so notify the Master Servicer shall not settle any claim involving any of affect the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive Depositor's, the termination of this Agreement Securities Administrator's or the termination of Trustee's right to indemnification hereunder except to the extent that the Master Servicer as a party to this AgreementServicer's defense of any such claim has been materially prejudiced thereby.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the DepositorOwner, its successors and assigns, any agent of the Sponsor Owner, and the Trustee, and their respective officers, directors, agents and affiliatesMaster Servicer, and hold each of them such Persons harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that such Person may sustain in any way related to the Depositorfailure of the Servicer to perform in any way its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Servicer contained herein. Additionally, the Sponsor Servicer agrees to indemnify the Guarantor and hold it harmless against any and all losses resulting from a shortfall in any collection or liability resulting from or attributable to an adjustment to the Trustee may sustain as Mortgage Interest Rate of a result of (a) any material breach Xxxxxx Xxx Loan that was made by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by a manner not consistent with the Master Servicer, or (c) the negligence, bad faith or willful misconduct terms of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to related Mortgage Note and this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Owner, the Guarantor or other indemnified Person if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling Loans, assume (with the Depositorconsent of the Owner, the Sponsor or Guarantor, if applicable, and such other Indemnified Person and with counsel reasonably satisfactory to the Trustee to indemnification hereunderOwner, whereupon the Master Servicer shall assume Guarantor, if applicable, and such Person) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them such other indemnified Person in respect of such claim. Notwithstanding anything claim but failure to so notify the contrary contained hereinOwner, the Master Servicer Guarantor and such other indemnified Person shall not settle limit its obligations hereunder. The Servicer agrees that it will not enter into any settlement of any such claim involving any without the consent of the Owner, the Guarantor, if applicable, and such other parties hereto without such party’s prior written consent indemnified Person unless such settlement involves a complete and absolute includes an unconditional release of the Owner, the Guarantor and such party other indemnified Person from any and all liability in connection with that is the subject matter of such claim. This indemnification The provisions of this Section 8.01 shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicer, Depositor, the Sponsor Sponsor, the Securities Administrator, the Custodians, the Trustee and the Trustee, and their respective officers, directors, agents and affiliatesTrust, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, judgments and any other costs, liability, fees and expenses that the Servicer, Depositor, the Sponsor Sponsor, the Securities Administrator, the Custodians, the Trustee or the Trustee Trust may sustain as a result of (a) the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, including any material breach failure by the Master Servicer of or any if its obligations hereunder, including particularly its obligations Subcontractor utilized by such Master Servicer to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or deliver any information, data or materials required to be included in any Exchange Act report, (b) certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any material misstatement or omission in any information, data or materials provided failure by the Master Servicer, or (c) Servicer to identify any Subcontractor "participating in the negligence, bad faith or willful misconduct servicing function" within the meaning of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised Item 1122 of the possibility of such damagesRegulation AB. The Depositor, the Sponsor Sponsor, the Securities Administrator, the Servicer, the applicable Custodian and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator, the Servicer, the applicable Custodian, the Trustee or the Trustee Trust to indemnification hereunderunder this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The Master Servicer agrees to indemnify and hold harmless the contrary contained hereinTrustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer shall and in connection with the Trustee's assumption (not settle any claim involving any including the Trustee's performance, except to the extent that costs or liability of the other parties hereto without such party’s Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior written consent unless such settlement involves a complete to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under this Agreement. The Trust will indemnify the Master Servicer and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive the termination with, arising out of or related to this Agreement or the termination Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer as a party to Servicer's representations and warranties in this Agreement, (ii) resulting from any breach of the applicable Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee and the Custodian pursuant to Section 6.05, (iii) resulting from any breach of the applicable Original Loan Seller's obligations in connection with the applicable Assignment Agreement or the Representations and Warranties Agreements, as applicable, for which the applicable Original Loan Seller has performed its obligation to indemnify the Master Servicer pursuant to the applicable Assignment Agreement or the Representations and Warranties Agreements, as applicable, or (iv) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. The Master Servicer (solely for the purpose of this Section, the “Indemnifying Party”) agrees to indemnify and to hold each of the Depositor, the Sponsor Issuer, the Owner Trustee and the TrusteeIndenture Trustee (solely for the purpose of this Section, and their respective officers, directors, agents and affiliates, and hold each of them the “Indemnified Parties”) harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee Indemnified Parties may sustain as a result in any way related to the failure of (a) any material breach by the Indemnifying Party to perform its respective duties in compliance with the terms of this Agreement. Each Indemnified Party and the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer other Indemnified Parties if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the DepositorAgreement, the Sponsor or the Trustee to indemnification hereunder, whereupon and the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable outside counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered into against it or them the Indemnified Parties in respect of such claim. Notwithstanding anything The Indenture Trustee, shall, out of the assets of the Trust Estate reimburse the Master Servicer in accordance with Section 3.04(c) hereof for all amounts advanced by it pursuant to the contrary contained hereinpreceding sentence except where the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement; provided, however, that the Master Servicer’s indemnity hereunder shall not in any manner be conditioned on the availability of funds for such reimbursement. If the Master Servicer is unable to pay any such amounts owed to the Indenture Trustee, such amounts shall be paid to the Indenture Trustee out of the Trust Estate pursuant to Section 3.05(a) of the Indenture. Solely to the extent that the Holders of the Certificate fail to indemnify the Owner Trustee as required by Section 7.02 of the Trust Agreement, the Master Servicer shall not settle any claim involving any undertake such indemnification in accordance with the terms of Section 7.02 of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Trust Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor Sponsors, the Securities Administrator, the Trustee and the Trustee, and their respective officers, directors, agents and affiliatesTrust, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Servicers, Depositor, the Sponsor Sponsors, the Securities Administrator, the Trustee or the Trustee Trust may sustain as a result of (a) the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, including any material breach failure by the Master Servicer of or any if its obligations hereunder, including particularly its obligations Subcontractor utilized by the Master Servicer to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or deliver any information, data or materials required to be included in any Exchange Act report, (b) certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any material misstatement or omission in any information, data or materials provided failure by the Master Servicer, or (c) Servicer to identify any Subcontractor "participating in the negligence, bad faith or willful misconduct servicing function" within the meaning of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised Item 1122 of the possibility of such damagesRegulation AB. The Depositor, the Sponsor Securities Administrator, each Sponsor, each Servicer and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator, each Servicer, the Trustee or the Trustee Trust to indemnification hereunderunder this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The Master Servicer agrees to indemnify and hold harmless the contrary contained hereinTrustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer shall and in connection with the Trustee's assumption (not settle any claim involving any including the Trustee's performance, except to the extent that costs or liability of the other parties hereto without such party’s Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior written consent unless such settlement involves a complete to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under this Agreement. The Trust will indemnify the Master Servicer and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive the termination with, arising out of or related to this Agreement or the termination Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer as a party to Servicer's representations and warranties in this Agreement, (ii) resulting from any breach of the applicable Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (iii) resulting from any breach of the applicable Original Loan Seller's obligations in connection with the related Assignment Agreement or the Representations and Warranties Agreements, as applicable, for which the applicable Original Loan Seller has performed its obligation to indemnify the Master Servicer pursuant to the related Assignment Agreement or the Representations and Warranties Agreements, as applicable, or (iv) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositorindemnify, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliatesdefend, and hold the Indenture Trustee (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the SBA and each Noteholder, Certificateholder and any Hedge Counterparty harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) the SBA, and any Noteholder, Certificateholder or Hedge Counterparty may sustain in any way related to the failure of them the Servicer to perform its duties and service the SBA Loans in compliance with the terms of this Agreement. Notwithstanding the foregoing subject to any other obligation of the Servicer to the SBA, (i) the Servicer shall not indemnify the Indenture Trustee, the Owner Trustee, the SBA or any Noteholder, Certificateholder or Hedge Counterparty if such acts, omissions or alleged acts constitute fraud, gross negligence, willful misconduct or breach of fiduciary duty by such Person and (ii) the Servicer shall not indemnify any such Person, for any taxes, including without limitation any federal, state or local income or franchise taxes or other taxes, imposed on or measured by income received by such Person (or any interest or penalties with respect thereto or arising from a failure to comply therewith) that are required to be paid by such Person in connection herewith to any taxing authority. The Servicer shall immediately notify the Indenture Trustee, the Owner Trustee and the SBA if a claim is made by any party with respect to this Agreement, and the Servicer shall assume (with the consent of the indemnified party) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any final judgment or decree which may be entered against the Servicer, the Indenture Trustee, the Owner Trustee (as such or in its individual capacity), the SBA, and/or a Noteholder, Certificateholder and any Hedge Counterparty in respect of such claim. (b) The Seller agrees to indemnify, defend, and hold the Indenture Trustee (as such an in its individual capacity), the Owner Trustee (as such and in its individual capacity), the SBA and each Noteholder, Certificateholder and any Hedge Counterparty harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorIndenture Trustee, the Sponsor Owner Trustee (as such or in its individual capacity), the Trustee SBA and any Noteholder, Certificateholder or Hedge Counterparty may sustain in any way related to the failure of the Seller to perform its duties in compliance with the terms of this Agreement and in the best interests of the SBA, the Noteholders, the Certificateholders and any Hedge Counterparty. Notwithstanding the foregoing subject to any other obligation of the Servicer to the SBA, (i) the Seller shall not indemnify the Indenture Trustee, the Owner Trustee, the SBA or any Noteholder, Certificateholder or Hedge Counterparty if such acts, omissions or alleged acts constitute fraud, gross negligence, willful misconduct or breach of fiduciary duty by such Person, (ii) the Seller shall not indemnify any such Person as to any losses resulting from the credit risk of the Obligors of the SBA Loans, including without limitation losses incurred as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.Defaulted Unguaranteed Interest and

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicer, Depositor, the Sponsor and Sponsor, the Securities Administrator, the Trustee, the Certificate Insurer and their respective officers, directors, agents and affiliatesthe Trust, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Servicer, Depositor, the Sponsor Sponsor, the Securities Administrator, the Trustee, the Certificate Insurer or the Trustee Trust may sustain as a result of (a) the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, including any material breach failure by the Master Servicer of or any if its obligations hereunder, including particularly its obligations Subcontractor utilized by the Master Servicer to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or deliver any information, data or materials required to be included in any Exchange Act report, (b) certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any material misstatement or omission in any information, data or materials provided failure by the Master Servicer, or (c) Servicer to identify any Subcontractor "participating in the negligence, bad faith or willful misconduct servicing function" within the meaning of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised Item 1122 of the possibility of such damagesRegulation AB. The Depositor, the Sponsor Securities Administrator, Sponsor, the Servicer, the Trustee and the Trustee Certificate Insurer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling which would entitle the Depositor, the Sponsor Securities Administrator, the Servicer, the Trustee, the Certificate Insurer or the Trustee Trust to indemnification hereunderunder this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The Master Servicer agrees to indemnify and hold harmless the contrary contained hereinTrustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer shall and in connection with the Trustee's assumption (not settle any claim involving any including the Trustee's performance, except to the extent that costs or liability of the other parties hereto without such party’s Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior written consent unless such settlement involves a complete to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under this Agreement. The Trust will indemnify the Master Servicer and absolute release of such party from hold it harmless against any and all liability claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with such claim. This indemnification shall survive the termination with, arising out of or related to this Agreement or the termination Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer as a party to Servicer's representations and warranties in this Agreement, (ii) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, or (iii) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositorand hold Issuer, the Sponsor Bank and the Trustee, Trustee and their respective officers, directors, agents and affiliates, and hold each of them any Noteholders harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal attorneys' fees and related costscosts (including, judgmentsbut not limited to, any such fees and costs incurred in bankruptcy, receivership or similar proceedings), judgments and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee such Person(s) may sustain as a result because of the (a) failure of the Servicer or subservicer to service the Mortgage Loans or otherwise perform its obligations and duties hereunder in compliance with the terms of this Agreement, or because of any material breach act or omission by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer subservicer in connection with its performance hereundermaintenance and custody of any funds, provideddocuments and records under this Agreement or its release thereof other than in accordance with this Agreement or (b) breach of any representation or warranty of Servicer in this Agreement, howeverin both cases, except to the extent that in no event such cost, expense, loss, claim, damage, or liability: (i) shall be due to the Master Servicer be liable for any specialwillful misfeasance, consequentialbad faith, indirect or punitive damages pursuant to this Section 9.31, even if advised gross negligence of the possibility of such damagesTrustee or Bank; (ii) relates to any tax other than the taxes with respect to which the Servicer is required to indemnify the Issuer, the Bank, the Trustee or the Noteholders; or (iii) shall be one as to which a party other than the Issuer is required to indemnify the Bank or the Trustee. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Issuer, the Bank, and the Trustee in writing, if such a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling Loans, and assume, with the Depositorprior written consent of the Bank and Trustee, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained hereinBank, the Master Servicer shall not settle Trustee or any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability Noteholder. The indemnity in connection with such claim. This indemnification this Section shall survive the termination of this Agreement and the appointment of any successor Servicer. (b) Indemnification under this Section shall include reasonable fees and expenses of counsel and expenses of litigation, and appeals therefrom (including, but not limited to, any such fees and costs incurred in bankruptcy, receivership or similar proceedings). If the Servicer shall have made any indemnity payments to the Bank, the Trustee or any Noteholder pursuant to this Section and such recipient thereafter shall collect any of such payments from others, such recipient shall repay such amounts to the Servicer with interest to the extent and at the rate collected (which interest shall not be an expense of the Bank, any Trustee or any Noteholder). The indemnifications under this Section 3.10 shall survive the termination of this Agreement and the Master Servicer as a party to this Agreementappointment of any successor Servicer.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and to hold each of the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them the Trust harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or Trustee and the Trustee Trust may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the terms of this Agreement. Each indemnified party and the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the DepositorAgreement, the Sponsor or the Trustee to indemnification hereunder, whereupon and the Master Servicer shall assume pay all expenses in connection with the defense of any such claim and pay all expenses in connection therewithclaim, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Depositor, the Trustee or them the Trust in respect of such claim. Notwithstanding anything to the contrary contained herein, The Trustee shall reimburse the Master Servicer shall not settle any in accordance with Section 6.06(b) hereof for all amounts advanced by it pursuant to the preceding sentence except when the claim involving any of relates directly to the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination failure of the Master Servicer as a party to service and administer the Mortgages in compliance with the terms of this Agreement. (b) The Trustee may, if necessary, reimburse the Master Servicer from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to Section 4.05(a)(ii) of the Purchase Agreement, except when the claim relates directly to the failure of the Master Servicer, if it is, or is an affiliate of, the Originator, to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, or the failure of the Originator to perform its duties in compliance with the terms of this Agreement. (c) The Trustee shall reimburse the Originator in accordance with Section 6.06(b) for all amounts advanced by the Originator pursuant to the second sentence of Section 4.05(a)(ii) of the Purchase Agreement except when the relevant claim relates directly to the failure of the Originator to perform its duties in compliance with the terms of the Purchase Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to shall indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, Owner and hold each of them it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee Owner may sustain as a result in any way related to the failure of (a) any material breach by the Master Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 this Agreement or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages Reconstitution Agreement entered into pursuant to this Section 9.31, even if advised of the possibility of such damages7.01. The Depositor, the Sponsor and the Trustee Servicer immediately shall immediately notify the Master Servicer Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans entitling the DepositorLoans, the Sponsor shall promptly notify Xxxxxx Mae, Xxxxxxx Mac, or the Trustee trustee with respect to indemnification hereunderany claim made by a third party with respect to any Reconstitution Agreement, whereupon assume (with the Master Servicer shall assume prior written consent of the Owner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Owner in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master The Servicer shall not settle follow any claim involving any of written instructions received from the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability Owner in connection with such claim. This The Owner promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer's indemnification shall survive pursuant to Section 6.02, or the termination failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement. The Owner shall indemnify the termination Servicer and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer may sustain in any way related to the failure of the Master Servicer as a party Owner to perform its duties in compliance with the terms of this AgreementAgreement or any Reconstitution Agreement entered into pursuant to Section 7.01.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee and the Trustee, and their respective officers, directors, agents and affiliates, Servicer and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee or the Trustee Servicer may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer to perform its duties and master service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee and the Trustee Servicer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or Agreement, the Mortgage Loans entitling the Depositor, the Sponsor Issuer, the Indenture Trustee, the Owner Trustee or the Trustee Servicer to Transfer and Servicing Agreement indemnification hereunderunder this Section 5.23, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything The failure to provide such immediate notice shall not affect the Master Servicer’s obligation pursuant to this Section 5.23 to indemnify the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer, except to the contrary contained herein, extent that the Master Servicer shall not settle any claim involving any of the other parties hereto without is materially prejudiced by such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party failure to this Agreementnotify.

Indemnification; Third Party Claims. The Master Notwithstanding anything herein to the contrary, the Servicer agrees to indemnify the Depositor, the Sponsor Owner and the Trustee, its present and their respective former officers, directors, employees and agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees (including legal fees incurred in connection with the enforcement of the Servicer’s indemnification obligation under this Section 8.01) and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor Owner or the Trustee such Persons may sustain in any way which arise from (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement or (ii) in connection with the material breach of any representation, warranty, covenant or agreement made by the Servicer hereunder. The Servicer shall not be liable, and assumes no liability, to any Mortgagor under any of the Mortgage Loans or Mortgaged Properties arising out of any act or omission to act of any servicer, sub-servicer, owner, holder or originator of the Mortgage Loans or Mortgaged Properties before the Servicing Transfer Date under or as a result of (a) any material breach this Agreement and the transactions contemplated hereby, and, to the maximum extent permitted by applicable law, the Servicer expressly disclaims such liability. Furthermore, the Servicer shall not be liable to the Owner with respect to action taken by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) for refraining from taking any action, with respect to any Mortgage Loan or REO Property at and in conformity with the negligencewritten direction of the Owner or for liability caused by or resulting from a delay occasioned by the Owner’s objection to a proposal by the Servicer hereunder, or for any liability caused by or resulting from the Owner’s breach of a representation or warranty herein or for any liability incurred by reason of the Owner’s willful misfeasance, bad faith or willful misconduct negligence in acting or refraining from acting or any failure of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreementperformance.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to shall indemnify the Loan Originator, the Owner Trustee, the Trust, the Depositor, the Sponsor Indenture Trustee and the TrusteeNoteholders, and their respective officers, directors, employees, agents and affiliates, “control persons,” as such term is used under the Act and under the Securities Exchange Act of 1934 as amended (each a “Servicer Indemnified Party”) and hold harmless each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees costs and expenses that the Depositorresulting from any claim, the Sponsor demand, defense or the Trustee may sustain as assertion based on or grounded upon, or resulting from, a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 of the Servicer’s representations and warranties and covenants contained in this Agreement or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission way relating to the failure of the Servicer to perform its duties and service the Loans in any information, data or materials provided by compliance with the Master Servicer, or (c) terms of this Agreement except to the negligence, bad faith extent such loss arises out of such Servicer Indemnified Party’s gross negligence or willful misconduct of the Master Servicer in connection with its performance hereunder, misconduct; provided, however, that if the Servicer is not liable pursuant to the provisions of Section 8.01(b) hereof for its failure to perform its duties and service the Loans in compliance with the terms of this Agreement, then the provisions of this Section 8.01 shall have no event force and effect with respect to such failure. The provisions of this indemnity shall run directly to and be enforceable by a Servicer Indemnified Party subject to the Master limitations hereof. (b) None of the Loan Originator, the Depositor or the Servicer or any of their respective Affiliates, directors, officers, employees or agents shall be liable under any liability to the Owner Trustee, the Issuer, the Indenture Trustee or the Securityholders for any specialaction taken, consequentialor for refraining from the taking of any action, indirect or punitive damages in good faith pursuant to this Section 9.31Agreement, even if advised of or for errors in judgment; provided, however, that this provision shall not protect the possibility of such damages. The DepositorLoan Originator, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor Servicer or any of their respective Affiliates, directors, officers, employees, agents against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any expense or liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of the respective duties of the Servicer, the Depositor or the Loan Originator, as the case may be. The Loan Originator, the Depositor, the Servicer and any of their respective Affiliates, directors, officers, employees, agents may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (c) The Loan Originator agrees to indemnify and hold harmless the Depositor and the Noteholders, as the ultimate assignees from the Depositor (each an “Originator Indemnified Party,” together with the Servicer Indemnified Parties, the “Indemnified Parties”), from and against any loss, liability, expense, damage, claim or injury arising out of or based on (i) any breach of any representation, warranty or covenant of the Loan Originator, the Servicer or their Affiliates, in any Basic Document, including, without limitation, the origination or prior servicing of the Loans by reason of any acts, omissions, or alleged acts or omissions arising out of activities of the Loan Originator, the Servicer or their Affiliates, and (ii) any untrue statement by the Loan Originator, the Servicer or its Affiliates of any material fact or any such Person’s failure to state a material fact necessary to make such statements not misleading with respect to any such Person’s statements contained in any Basic Document, including, without limitation, any Officer’s Certificate, statement, report or other document or information prepared by any such Person and furnished or to be furnished by it pursuant to or in connection with the transactions contemplated thereby and not corrected prior to completion of the relevant transaction including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the Loans or any such Person’s business, operations or financial condition, including reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided that the Loan Originator shall not indemnify an Originator Indemnified Party to the extent such loss, liability, expense, damage or injury is due to either an Originator Indemnified Party’s willful misconduct, bad faith or gross negligence or by reason of an Originator Indemnified Party’s reckless disregard of its obligations hereunder; provided, further, that the Loan Originator shall not be so required to indemnify an Originator Indemnified Party or to otherwise be liable hereunder or under any provision of the Basic Documents to an Originator Indemnified Party for any losses in respect of the performance of the Loans, the insolvency, bankruptcy, delinquency, creditworthiness and similar characteristics of the Borrowers under the Loans, the uncollectability of any principal, interest, and any other charges (including late fees) under such loans, changes in the market value of the Loans or other similar investment risks associated with the Loans arising from a breach of any representation or warranty set forth in Exhibit F hereto, the sole remedy for the breach of which is provided in Section 3.06 hereof. The provisions of this indemnity shall run directly to and be enforceable by an Originator Indemnified Party subject to the limitations hereof. (d) With respect to a claim subject to indemnity hereunder made by any Person against an Indemnified Party (a “Third Party Claim”), such Indemnified Party shall notify the related indemnifying parties (each an “Indemnifying Party”) in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the Indemnifying Parties shall have previously obtained actual knowledge thereof. Thereafter, the Indemnified Party shall deliver to the Indemnifying Parties, within a reasonable time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. No failure to give such notice or deliver such documents shall effect the rights to indemnity hereunder. Each Indemnifying Party shall promptly notify the Indenture Trustee and the Indemnified Party (if other than the Indenture Trustee) of any claim of which it has been notified and shall promptly notify the Indenture Trustee and the Indemnified Party (if applicable) of its intended course of action with respect to indemnification hereunderany claim. (e) If a Third Party Claim is made against an Indemnified Party, whereupon while maintaining control over its own defense, the Master Servicer Indemnified Party shall cooperate and consult fully with the Indemnifying Party in preparing such defense, and the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of such terms and the Indemnifying Party will promptly reimburse the Indemnified Party upon written request; provided, however, that the Indemnified Party may not settle any claim or litigation without the consent of the Indemnifying Party; provided, further, that the Indemnifying Party shall have the right to reject the selection of counsel by the Indemnified Party if the Indemnifying Party reasonably determines that such counsel is inappropriate in light of the nature of the claim or litigation and shall have the right to assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect litigation if the Indemnifying Party determines that the manner of defense of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreementlitigation is unreasonable.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor and hold the Trustee, the Co-Trustee, the Certificate Insurer and their respective officers, directors, agents and affiliates, and hold each of them Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Sponsor or Co-Trustee, the Trustee Certificate Insurer and any Certificateholder may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by way related to the Master Servicer, or (c) the negligence, bad faith or willful misconduct failure of the Master Servicer and the Claims Administrator to perform its duties and service the Mortgage Loans in connection compliance with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to terms of this Section 9.31, even if advised of the possibility of such damagesAgreement. The Depositor, the Sponsor and the Trustee Servicer shall immediately notify the Master Servicer Trustee, the Co-Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement or Agreement, and the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Claims Administrator, the Trustee, the Co- Trustee, the Certificate Insurer and/or Certificateholder in respect of such claim. Notwithstanding anything The Trustee may reimburse the Servicer from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the contrary contained herein, the Master Servicer shall not settle any claim involving any Holders of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release Class X Certificates from the Pool Remaining Amount Available with respect to each Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the Claim relates directly to the failure of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement Servicer or the termination Claims Administrator to service and administer the Mortgages in compliance with the terms of the Master Servicer as a party to this Agreement.