Common use of Indemnification; Third Party Claims Clause in Contracts

Indemnification; Third Party Claims. The Seller agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents harmless from any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the 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 the Purchaser in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. The Seller Subject to Section 6.3, the Servicer agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from Owner against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses Losses that any of such parties the Owner may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and such Servicer to service the Mortgage Loans in compliance with the terms of this Agreement Agreement; provided, however, the 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 a result of November 1, 2003, among the Owner, the Servicer and the Custodian,(b) with respect to any action or inaction in accordance with the direction or consent of the breach of Owner or (c) resulting from the Owner's failure to respond to a representation request by the Servicer for direction or warranty set forth consent in Sections 3.01 or 3.02 of this Agreementaccordance with Section 3.1(c) hereof. The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage Loan, Loans. The Servicer shall assume (with the written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with any such claim. The Purchaser claim and the Owner shall promptly reimburse the Seller Servicer for all amounts reasonably advanced by it pursuant to the two preceding sentences sentence, except when the claim relates (a) is related to the Servicer’s obligations to indemnify the Owner pursuant hereto, (b) results from the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, Agreement or (c) results from the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceServicer's willful misconduct, bad faith or willful misconduct 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 SellerOwner or (b) a breach of any of the Owner’s representations, warranties or covenants or obligations contained herein. The 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, the Owner shall comply with the provisions of this Section 7.01 5.2(a) regarding the execution and delivery of release and reconveyance documents, and shall survive termination immediately complete, sign and return to the Servicer any additional documents that may be required of this Agreement the holder of record of the Mortgage and transfer 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 servicing rightsAssignment 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 Seller agrees to Servicer shall indemnify the Owner and hold the Purchaser and its present and former directors, officers, employees and agents it harmless from 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 any of such parties the Owner may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementany Reconstitution Agreement entered into pursuant to Section 7.01. The Seller hereunder Servicer immediately shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a any Reconstitution Agreement or the Mortgage LoanLoans, shall promptly notify Fannie Mae, Freddie Mac, or the trustee with respect to any claim mxxx xx x xhixx xxxxy with respect to any Reconstitution Agreement, assume (with the prior written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with such claim. The Purchaser Owner promptly shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Servicer's indemnification pursuant to Section 6.02, or the failure of the Seller 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 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 Seller Owner to perform its duties and obligations pursuant to this Agreement, in compliance with the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination terms of this Agreement and transfer of the related servicing rightsor any Reconstitution Agreement entered into pursuant to Section 7.01.

Indemnification; Third Party Claims. The Seller Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold the Purchaser and its present and former directors, officers, employees and agents each of them harmless from 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 any of such parties the Depositor, the Sponsor or the Trustee may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of (a) any material breach by the breach Master Servicer of a representation 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 warranty set forth any information, data or materials required to be included in Sections 3.01 any Exchange Act report, (b) any material misstatement or 3.02 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 AgreementSection 9.31, even if advised of the possibility of such damages. The Seller hereunder Depositor, the Sponsor and the Trustee shall immediately notify the Purchaser Master Servicer if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the 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 the Purchaser them in respect of such claim. The Seller Notwithstanding anything to the contrary contained herein, the Master Servicer shall follow not settle any claim involving any of the other parties hereto without such party’s prior written instructions received consent unless such settlement involves a complete and absolute release of such party from the Purchaser any and all liability in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 This indemnification shall survive the termination of this Agreement and transfer or the termination of the related servicing rightsMaster Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Seller agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents harmless from any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the 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 the Purchaser in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller Company agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement Agreement. The Company 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 Purchaser may sustain in any way from any claim, demand, defense or as assertion based on or grounded upon, or resulting from any assertion based on, grounded upon or resulting from a result breach or alleged breach of any of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Company shall immediately notify the Purchaser if a claim is made by a third party against Company with respect to this Agreement or a the Mortgage LoanLoans, assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller Company to service and administer the Mortgage Loans Mortgages in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the SellerCompany. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller Master Servicer agrees to indemnify the Depositor, the Sponsor, the Certificate Registrar, the Paying Agent and hold the Purchaser Trustee (and its present and former each of their respective directors, officers, employees and agents agents) and hold each of them harmless from 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 the Depositor, the Sponsor, the Certificate Registrar, the Paying Agent or the Trustee may sustain arising out of or based upon (a) any material breach by the Master Servicer of any of such parties may sustain its obligations hereunder, including particularly its obligations to provide any 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 way related 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 the failure this Section 9.31, even if advised of the Seller to observe and perform its dutiespossibility of such damages, obligations(b) any material misstatement or omission on any information, covenantsdata, and agreements and to service or materials provided by the Mortgage Loans in compliance with Master Servicer, or (c) the terms of this Agreement negligence, bad faith or as a result willful misconduct of the breach of a representation or warranty set forth Master Servicer in Sections 3.01 or 3.02 of this Agreementconnection with its performance hereunder. The Seller hereunder Depositor, the Sponsor, the Certificate Registrar, the Paying Agent and the Trustee shall immediately notify the Purchaser Master Servicer if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the 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 the Purchaser them in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 This indemnification shall survive the termination of this Agreement and transfer or the termination of the related servicing rightsMaster Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Seller agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of 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 Purchaser may sustain in any way related to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify the Purchaser if a any claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the consent of the 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 the Purchaser in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans Mortgages in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The (1) . Each Seller agrees to and Servicer shall indemnify and hold harmless the Purchaser and its any Successor Servicer and each of their present and former directors, officers, employees agents, employees, Affiliates and agents harmless assignees and each Person, if any, that controls the Purchaser or Successor Servicer or such Affiliate within the meaning of either the Securities Act or the Exchange Act (each, an "Indemnified Party"), from and against any and all claims, lossescosts, damages, penaltiesexpenses (including reasonable attorneys' fees and costs, irrespective of whether or not incurred in connection with the defense of any actual or threatened action, proceeding, or claim), fines, forfeitures, legal fees and related costsinjuries, judgments, and any other costs, fees and expenses that any of such parties may sustain liabilities or losses ("Losses") suffered or sustained in any way related by any such Person, no matter how or when arising (including Losses incurred or sustained in connection with any judgment, award, settlement or repurchase hereunder), in connection with or relating to the Seller's or Servicer's failure of the Seller (i) to observe and perform its any or all of the Seller's or Servicer's duties, obligations, covenants, and agreements and to service the Mortgage Loans agreements, warranties or representations contained in compliance with the terms of this Agreement or as a result in the Purchase Price and Terms Agreement or (ii) to comply with all applicable requirements contained in this Agreement or the Purchase Price and Terms Agreement with respect to the servicing of the Mortgage Loan, provided, however, in the case of both of the preceding clauses (i) and (ii), PHH Mortgage shall have no obligation to indemnify an Indemnified Party for a breach by the Trust of the Trust's representations contained in Sections 3.01, 3.03(3) or 3.03(16) hereof. In the event of a representation breach by the Trust of the Trust's representations in Section 3.01, 3.03(3) or warranty set forth in Sections 3.01 or 3.02 of this Agreement3.03(16), the Indemnified Party's sole right to indemnification shall be from the Trust. The applicable Seller hereunder shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement or Agreement, any Reconstitution Agreement, any Mortgage Loan and/or any REO Property (and shall promptly notify the trustee with respect to any claim made by a Mortgage Loan, third party with respect to any Reconstitution Agreement) (ii) assume (with the prior written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment judgment, award, or decree which that may be entered against it or the Purchaser in respect of such claim. The applicable Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Seller shall be obligated to pay or comply with any settlement to which it has not consented. The Purchaser shall promptly reimburse Seller agrees that it will not enter into any settlement of any such claim without the consent of the Purchaser. In addition to the obligations of the Seller set forth in this Section 9.01, the Purchaser may pursue any and all remedies otherwise available at law or in equity, including, but not limited to, the right to seek damages. The Servicer shall be reimbursed from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the two second preceding sentences sentence except when the claim in any way relates to the failure of the Seller to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations Servicer's indemnification pursuant to this AgreementSection 9.01. Notwithstanding anything to the contrary contained herein, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 no event shall survive a termination of this Agreement and transfer or the Servicer hereunder terminate any indemnification obligations of the related servicing rightsServicer or each Seller under this Agreement, which obligations shall survive any such termination.

Indemnification; Third Party Claims. The Seller Subject to Section 6.3, the Servicer agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from Owner against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses Losses that any of such parties the Owner may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and such Servicer to service the Mortgage Loans in compliance with the terms of this Agreement Agreement; provided, however, the 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 a result of February 1, 2004, among the Owner, Indymac and the Custodian,(b) with respect to any action or inaction in accordance with the direction or consent of the breach of Owner or (c) resulting from the Owner's failure to respond to a representation request by the Servicer for direction or warranty set forth consent in Sections 3.01 or 3.02 of this Agreementaccordance with Section 3.1(c) hereof. The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage Loan, Loans. The Servicer shall assume (with the consent of written notification to the PurchaserOwner) 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 the Purchaser Owner, subject to limitation pursuant to this Section 6.1, in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with any such claim. The Purchaser claim and the Owner shall promptly reimburse the Seller Servicer for all amounts reasonably advanced by it pursuant to the two preceding sentences sentence, except when the claim relates (a) is related to the Servicer’s obligations to indemnify the Owner pursuant hereto, (b) results from the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, Agreement or (c) results from the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceServicer's willful misconduct, bad faith or willful misconduct 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 Seller. 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, the Owner shall comply with the provisions of this Section 7.01 5.2(a) regarding the execution and delivery of release and reconveyance documents, and shall survive termination immediately complete, sign and return to the Servicer any additional documents that may be required of this Agreement the holder of record of the Mortgage and transfer 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 servicing rightsAssignment 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 Seller Servicer agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from Owner against any and all third party claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, fees and expenses that any of such parties the Owner may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement Agreement; provided, however, the Servicer shall not be liable hereunder with respect to (i) any action or as a result inaction in accordance with the written direction or consent of the breach of a representation Owner, (ii) any action or warranty set forth in inaction resulting from the Owner's failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to Sections 3.01 2.18 or 3.02 of this Agreement4.2(c), or (iii) any action or inaction resulting from the Owner's failure to comply with Section 5.1(b). The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage Loan, Loans that the Servicer determines in its good faith judgment will materially affect the Owner's interest in such Mortgage Loans. The Servicer shall assume (with the written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with any such claim. The Purchaser Servicer shall promptly have the right to reimburse itself from the Seller Account for all amounts advanced expenses, advances and liabilities incurred by it pursuant to the two preceding sentences Servicer in respect of any such claim (whether or not the Servicer has assumed the defense thereof), except when the claim relates (i) is related to the Servicer's obligations to indemnify the Owner pursuant hereto, (ii) results from the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, or (iii) results from the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceServicer's willful misconduct, bad faith or willful misconduct of the Seller. The provisions of negligence in performing its duties under this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees to Servicer shall indemnify the Owner and hold the Purchaser and its present and former directors, officers, employees and agents it harmless from 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 any of such parties the Owner may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementany Reconstitution Agreement entered into pursuant to Section 7.01. The Seller hereunder Servicer immediately shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify Fannie Mae, Freddie Mac, or xxx xxuxxxe xxxx xxspect to any claim made by a Mortgage Loanthird party with respect to any Reconstitution Agreement, assume (with the prior written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with such claim. The Purchaser Owner promptly shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Servicer's indemnification pursuant to Section 6.02, or the failure of the Seller 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 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 Seller Owner to perform its duties and obligations pursuant to this Agreement, in compliance with the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination terms of this Agreement and transfer of the related servicing rightsor any Reconstitution Agreement entered into pursuant to Section 7.01.

Indemnification; Third Party Claims. The Seller agrees to and Servicer, as applicable, shall indemnify and hold harmless the Purchaser and Purchaser, its present and former directors, officers, employees and agents harmless from any and all claimsagents, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgmentsemployees, and assignees (each, an “Indemnified Party”) from and against any other costs, fees and expenses that any of such parties may sustain Losses suffered or sustained in any way related by any such Person, no matter how or when arising (including Losses incurred or sustained in connection with any judgment, award, or settlement), in connection with or relating to (i) a breach by Seller or Servicer, as the failure case may be, of any of its representations and warranties contained in Article III or (ii) a breach by Seller or Servicer, as the case may be, of any of its covenants and other obligations contained herein including, in the case of the Seller to observe and perform its dutiesServicer, obligations, covenants, and agreements and any failure to service the Mortgage Loans in compliance with the terms hereof and in accordance with the standard of this Agreement or as a result of the breach of a representation or warranty set forth care in Sections 3.01 or 3.02 of this AgreementSection 9.03. The Seller hereunder or Servicer, as the case may be, shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Agreement, any Mortgage Loan, Loan and/or any REO Property (ii) assume (with the prior written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel attorneys’ fees, and (iii) promptly pay, discharge and satisfy any judgment judgment, award, or decree which that may be entered against it or the Purchaser in respect of such claim. 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. The Seller Servicer shall follow any written instructions received from provide the Purchaser with a written report of all expenses and advances incurred by it pursuant to this Section 9.01, and Servicer shall be reimbursed from amounts on deposit in connection with such claim. The Purchaser shall promptly reimburse the Seller Collection Account for all amounts advanced by it pursuant to the two second preceding sentences sentence except when the claim in any way relates to the Servicer's failure of the Seller to service and administer the Mortgage Loans in compliance with the terms hereof and in accordance with the standard of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth care in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights9.03.

Indemnification; Third Party Claims. The Seller In addition to any indemnity required pursuant to Section 11.16 hereof, the Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold the Purchaser and its present and former directors, officers, employees and agents them harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that any of such parties the Depositor, the Securities Administrator or the Trustee may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach Master Servicer’s willful misfeasance, bad faith or negligence in the performance of a representation its duties hereunder or warranty set forth in Sections 3.01 or 3.02 by reason of its reckless disregard for its obligations and duties under this Agreement. The Seller hereunder Depositor, the Securities Administrator and the Trustee shall immediately notify the Purchaser Master Servicer if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans that such party believes entitles it to indemnification under this Section 9.09, assume (with the consent of the Purchaser) 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 the Purchaser them in respect of such claim. The Seller , the Master Servicer shall follow indemnify such party for such claim, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any written instructions received from the Purchaser other costs, liability, fees and expenses in connection with such claimtherewith. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 This indemnification shall survive the termination of this Agreement and transfer the resignation or removal of the related servicing rightsMaster Servicer.

Indemnification; Third Party Claims. The Seller Company agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of Agreement. The Company 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 Purchaser may sustain in any way related to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Company shall immediately notify the Purchaser if a claim is made by a third party against Company with respect to this Agreement or a the Mortgage LoanLoans, assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller Company to service and administer the Mortgage Loans Mortgages in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the SellerCompany. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees In addition to the Indemnification otherwise provided under this Agreement, the Servicer shall indemnify the Owner and hold the Purchaser and its present and former directors, officers, employees and agents it harmless from 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 any of such parties the Owner may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement, or a related Reconstitution Agreement or as resulting from a result breach of the breach of representations and warranties contained in this Agreement or a representation or warranty set forth in Sections 3.01 or 3.02 of this related Reconstitution Agreement. The Seller hereunder Servicer immediately shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the prior written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Owner promptly shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Servicer's indemnification pursuant to Section 3.02 or Section 6.07(iii), or the failure of the Seller Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement, . The Servicer shall follow any written instructions received from the failure Owner in connection with such claim. The Servicer shall follow any written instructions received from the Owner in connection with such claim. The indemnification obligation of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty Servicer set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 herein shall survive the termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees to Servicer shall indemnify and hold the Purchaser Owner and its present and former officers, directors, officerssuccessors and any permitted assigns (an "Owner Indemnified Party") harmless against, employees and agents harmless from shall reimburse each of them for, 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 any of such parties the Owner Indemnified Party may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as resulting from, a result breach of the breach of a representation or warranty set forth representations and warranties contained in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Servicer immediately shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the prior written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with such claim. The Purchaser Owner promptly shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Servicer's indemnification pursuant to Section 3.02, or the failure of the Seller Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Owner shall indemnify and hold the Servicer and its officers, directors, successors and any permitted assigns harmless from, and shall reimburse each of them for, all losses, incurred by or asserted against any of such individuals or entities which result from any failure by the failure of the Seller Owner to perform its duties and obligations pursuant in any material respect under any agreement with respect to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the SellerMortgage Loan. The provisions of Owner's obligations under this Section 7.01 8.01 shall be without regard to qualification as to knowledge and shall survive any Reconstitution Date and the termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. (a) The Seller Servicer agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from Owner against any and all third party claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, fees and expenses that any of such parties the Owner may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and Servicer to service the Mortgage Loans in compliance with the terms of this Agreement Agreement; provided, however, the Servicer shall not be liable hereunder with respect to (i) any action or as a result inaction resulting from the written direction or consent of the breach of a representation Owner, (ii) any action or warranty set forth in inaction resulting from the Owner's failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to Sections 3.01 2.18 or 3.02 of this Agreement4.2(c), or (iii) any action or inaction resulting from the Owner's failure to comply with Section 5.1(b) or Section 5.6. The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage Loan, Loans that the Servicer determines in its good faith judgment will materially affect the Owner's interest in such Mortgage Loans. The Servicer shall assume (with the written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with any such claim. The Purchaser Servicer shall promptly have the right to reimburse itself from the Seller Account for all amounts advanced expenses, advances and liabilities incurred by it pursuant to the two preceding sentences Servicer in respect of any such claim (whether or not the Servicer has assumed the defense thereof), except when the claim relates (x) is related to the Servicer's obligations to indemnify the Owner pursuant hereto, (y) results from the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, or (z) results from the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceServicer's willful misconduct, bad faith or willful misconduct of the Seller. The provisions of negligence in performing its duties under this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller (a) Subject to Section 7.03, the Servicer agrees to indemnify and hold the Purchaser Owner and its present and former officers, directors, officers, employees and agents and hold them harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees (including legal fees incurred in connection with the enforcement of the Servicer’s indemnification obligation under this Section 7.01) and related costs, judgments, and any other costs, fees and expenses that any of the Owner or such parties Persons may sustain in any way related to which arise from (i) the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result (ii) in connection with the breach of any representation or warranty made by the Servicer hereunder. The Servicer shall not be liable, and assumes no liability, 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 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 Servicer, or for refraining from taking any action, with respect to any Mortgage Loan or REO Property at and in conformity with the written 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 set forth in Sections 3.01 herein or 3.02 of this Agreement. The Seller hereunder shall immediately notify the Purchaser if a claim is made for any liability incurred by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent reason of the 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 the Purchaser in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceOwner’s willful misfeasance, bad faith or willful misconduct negligence in acting or refraining from acting or any failure of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsperformance.

Indemnification; Third Party Claims. The Seller Subject to Section 6.3, the Servicer agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from Owner against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses Losses that any of such parties the Owner may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and such Servicer to service the Mortgage Loans in compliance with the terms of this Agreement Agreement; provided, however, the 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 a result of April 1, 2004, among the Owner and the Custodian, (b) with respect to any action or inaction in accordance with the direction or consent of the breach of Owner or (c) resulting from the Owner's failure to respond to a representation request by the Servicer for direction or warranty set forth consent in Sections 3.01 or 3.02 of this Agreementaccordance with Section 3.1(c) hereof. The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage Loan, Loans. The Servicer shall assume (with the consent of written notification to the PurchaserOwner) 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 the Purchaser Owner, subject to limitation pursuant to this Section 6.1, in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with any such claim. The Purchaser claim and the Owner shall promptly reimburse the Seller Servicer for all amounts reasonably advanced by it pursuant to the two preceding sentences sentence, except when the claim relates (a) is related to the Servicer's obligations to indemnify the Owner pursuant hereto, (b) results from the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, Agreement or (c) results from the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceServicer's willful misconduct, bad faith or willful misconduct of the Seller. The provisions of negligence in performing its duties under this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller Master Servicer agrees to indemnify and to hold each of the Purchaser Trust, the Owner Trustee, the Seller, the Sponsor, the Backup Servicer, the Indenture Trustee, the Note Insurer and its present and former directors, officers, employees and agents each Noteholder harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses (including attorneys’ fees and expenses) that the Trust, the 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 such parties the foregoing) may sustain in any way related to the failure of the Seller Master Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or and the other Basic Documents and in connection with the Indenture as a result of provided in Section 6.16 thereof. Each indemnified party and the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Master Servicer shall immediately notify the Purchaser other indemnified parties if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, and the other Basic Documents and the Master Servicer shall assume (with the consent of the Purchaser) 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 any director, officer, employee or agent of the Purchaser foregoing) in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 obligations of the Seller Master Servicer under this Section 5.19 arising prior to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure any resignation or termination of the Seller to perform its duties and obligations pursuant to this Agreement, Master Servicer hereunder shall survive the breach resignation or termination of representation or warranty set forth in Sections 3.01 or 3.02, the Master Servicer or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of or the related servicing rightsIndenture.

Indemnification; Third Party Claims. (a) The Seller Servicer agrees to indemnify and to hold each of the Purchaser Depositor, the Trustee, the Seller, the Certificate Insurer and its present and former directors, officers, employees and agents each Certificateholder harmless from 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 Trustee, the Seller, the Certificate Insurer and any of such parties Certificateholder may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Each indemnified party and the Servicer shall immediately notify the Purchaser other indemnified parties if a claim is made by a third party with respect to this Agreement or a Mortgage LoanAgreement, and the Servicer shall assume (with the consent of the Purchaser) 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 the Purchaser Depositor, the Servicer, the Trustee, the Seller, the Certificate Insurer and/or a Certificateholder in respect of such claim. The Seller Trustee shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Servicer in accordance with Section 5.08 hereof for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates directly to the failure of the Seller Servicer to service and administer the Mortgage Loans Mortgages in compliance with the terms of this Agreement; provided, that the failure Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsfunds for such reimbursement.

Indemnification; Third Party Claims. The Seller Servicer agrees to indemnify and to hold each of the Purchaser Trust, the Owner Trustee, the Seller, the Sponsor, the Indenture Trustee and its present and former directors, officers, employees and agents each Noteholder harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses (including attorneys’ fees and expenses) that the Trust, the Owner Trustee, the Seller, the Sponsor, the Indenture Trustee and any Noteholder (or any director, officer, employee or agent of such parties the foregoing) may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or and the other Basic Documents and in connection with the Indenture as a result of provided in Section 6.16 thereof. Each indemnified party and the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Servicer shall immediately notify the Purchaser other indemnified parties if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, and the other Basic Documents and the Servicer shall assume (with the consent of the Purchaser) 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 Servicer, the Indenture Trustee and/or a Noteholder (or any director, officer, employee or agent of the Purchaser foregoing) in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 obligations of the Seller Servicer under this Section 5.19 arising prior to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure any resignation or termination of the Seller to perform its duties and obligations pursuant to this Agreement, Servicer hereunder shall survive the breach resignation or termination of representation or warranty set forth in Sections 3.01 or 3.02, the Servicer or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of or the related servicing rightsIndenture.

Indemnification; Third Party Claims. The Seller Company agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of Agreement. The Company 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 Purchaser may sustain in any way related to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Company shall immediately notify the Purchaser if a claim is made by a third party against Company with respect to this Agreement or a the Mortgage LoanLoans, assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Seller Company shall follow any reasonable written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller Company to service and administer the Mortgage Loans Mortgages in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the SellerCompany. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees to Company shall indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, and forfeitures, including, but not limited to reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and (a) perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementany Reconstitution Agreement entered into pursuant to Section 7.01, and/or (b) comply with applicable law. The Seller hereunder Company immediately shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify Fxxxxx Mxx, Fxxxxxx Mac, or the trustee with respect to any claim made by a Mortgage Loanthird party with respect to any Reconstitution Agreement, assume (with the prior written consent of the 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 in the amount of $5,000 or less, which may be entered against it or the Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser promptly shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Company’s indemnification pursuant to Section 3.03, or the failure of the Seller Company to (a) service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsand/or (b) comply with applicable law.

Indemnification; Third Party Claims. The (a) Each of the Servicer, the Depositor, and the Seller (solely for the purpose of this Section 5.21, the "Indemnifying Parties") agrees to indemnify and to hold each of the Purchaser Servicer, the Depositor, the Trustee, the Seller, the Certificate Insurer and its present and former directorseach Certificateholder (solely for the purpose of this Section 5.21, officers, employees and agents the "Indemnified Parties") harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may the Indemnified Parties may, respectively, sustain in any way related to the failure of any one or more of the Seller Indemnifying Parties to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans respective duties in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Each Indemnified Party and the Servicer shall immediately notify the Purchaser other Indemnified Parties if a claim is made by a third party with respect to this Agreement or a Mortgage LoanAgreement, assume (and the Servicer shall with the consent of the Purchaser) 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 the Purchaser Indemnified Parties in respect of such claim. The Seller shall follow any written instructions received from Trustee shall, out of the Purchaser in connection with such claim. The Purchaser shall promptly assets of the Trust Fund, reimburse the Seller Servicer in accordance with Section 5.14 hereof for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates directly to the failure of the Seller Servicer to service and administer the Mortgage Loans Mortgages in compliance with the terms of this Agreement; provided, that the failure Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsfunds for such reimbursement.

Indemnification; Third Party Claims. The Seller Company agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of Agreement. The Company 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 Purchaser may sustain in any way related to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this AgreementAgreement or in any way related to the alleged breach of any representation or warranty in Sections 3.01 or 3.02 of this Agreement related to compliance with all applicable laws. The Seller hereunder Company shall immediately notify the Purchaser if a claim is made by a third party against Company with respect to this Agreement or a the Mortgage LoanLoans, assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller Company to service and administer the Mortgage Loans Mortgages in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the SellerCompany. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees to Company shall indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees actually incurred and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Company immediately shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the prior written consent of the Purchaser) 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 the Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser promptly shall promptly reimburse the Seller Company for all amounts costs, fees or expenses advanced by it pursuant to the two preceding sentences this paragraph except when the claim in any way results from, relates to or arises out of any liability, obligation, act or omission of the Company, including without limitation, the Company’s indemnification obligation under Section 3.3 and this Section 8.1, any repurchase obligation of the Company hereunder including Sections 2.3, 3.3 and 6.2, or the failure of the Seller Company to service and administer the Mortgage Loans and otherwise perform its obligations hereunder in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. The Seller Servicer agrees to indemnify and hold the Purchaser Depositors, the Custodian, the Trustee, the Certificate Insurer and its present and former directors, officers, employees and agents each Holder harmless from 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 Trustee, the Custodian, the Certificate Insurer and any of such parties Holder may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Servicer shall immediately notify the Purchaser 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 a Mortgage LoanAgreement, and the Servicer shall assume (with the consent of the PurchaserTrustee 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 the Purchaser Servicer, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly Trustee may, if necessary, reimburse the Seller Servicer from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates directly to the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, . The Servicer shall have no lien on the failure assets of the Seller Trust with respect to perform its duties and obligations amounts advanced pursuant to this Agreement, Section 9.01 directly as a result of Servicer's failure to service and administer the breach of representation or warranty set forth Mortgage Loans in Sections 3.01 or 3.02, or compliance with the gross negligence, bad faith or willful misconduct of the Seller. The provisions terms of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller Servicer agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from 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 Purchaser may sustain in any way related to the failure of such parties the Servicer 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 Purchaser may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans covenants in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller An indemnifying party hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the 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 the Purchaser in respect of such claim. The Seller An indemnifying party hereunder shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller an indemnifying party hereunder for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of either the SellerSeller or the Servicer. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. The Seller agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or Agreement; provided that Seller shall not be required to indemnify Purchaser with respect to any amounts otherwise paid to the Purchaser with respect to the Repurchase Price, as a result of provided in Section 3.03. 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 Purchaser may sustain in any way related to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement; provided that Seller shall not be required to indemnify Purchaser with respect to any amounts otherwise paid to the Purchaser with respect to the Repurchase Price, as provided in Section 3.03. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the prior written consent of the 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 the Purchaser in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans Mortgages in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. (a) The Seller agrees to shall indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from 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 any of such parties the Purchaser may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementany Reconstitution Agreement entered into pursuant to Section 8.01. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify Xxxxxx Mae, Xxxxxxx Mac, the trustee or other relevant third party with respect to any claim made by a Mortgage Loanthird party with respect to any Reconstitution Agreement, assume (with the prior written consent of the 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 the Purchaser in respect of such claim. The Seller shall claim and follow any written instructions received from the Purchaser in connection with such claim. The Seller agrees that it will not enter into any settlement of any such claim without the consent of the Purchaser unless such settlement includes an unconditional release of the Purchaser from all liability that is the subject matter of such claim. In addition to the obligations of the Seller set forth in this Section, the Purchaser may pursue any and all remedies otherwise available at law or in equity, including, but not limited to, the right to seek damages. The Purchaser promptly shall promptly reimburse the Seller for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the failure of the Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement, . In the failure event a dispute arises between the Seller and the Purchaser with respect to any of the Seller to perform its duties rights and obligations of the parties pursuant to this Agreement, and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the breach losing party shall indemnify and reimburse the winning party for all attorney’s fees and other costs and expenses related to the adjudication of representation said dispute. The obligations of the Seller arising under this Section shall survive any sale, assignment, resignation or warranty set forth in Sections 3.01 or 3.02termination of the Seller, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees to Servicer shall indemnify the Owner and hold the Purchaser and its present and former directors, officers, employees and agents it harmless from 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 any of such parties the Owner may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementany Reconstitution Agreement entered into pursuant to Section 7.01. The Seller hereunder Servicer immediately shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify Fannie Mae, Freddie Mac, or the trustee with respect to any claim maxx xx a Mortgage Loanxxirx xxxxx with respect to any Reconstitution Agreement, assume (with the prior written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with such claim. The Purchaser Owner promptly shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Servicer's indemnification pursuant to Section 6.02, or the failure of the Seller 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 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 Seller Owner to perform its duties and obligations pursuant to this Agreement, in compliance with the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination terms of this Agreement and transfer of the related servicing rightsor any Reconstitution Agreement entered into pursuant to Section 7.01.

Indemnification; Third Party Claims. The Seller (a) Subject to Section 9.30, the Master Servicer agrees to indemnify the Indemnified Persons for, and to hold the Purchaser and its present and former directorsthem harmless against, officersany loss, employees and agents harmless from any and all claims, losses, damages, 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, judgmentsarising out of, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect relating to this Agreement or a Mortgage Loan, assume the Certificates (with the consent of the Purchaseri) 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 the Purchaser in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant related to the two preceding sentences except when the claim relates to the Master Servicer’s failure of the Seller to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this AgreementAgreement or, with respect to any Indemnified Person, results from a failure to perform by such Indemnified Person) or (ii) incurred by reason of the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceMaster Servicer’s willful misfeasance, bad faith or willful misconduct 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 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 Seller. The provisions of this Section 7.01 shall survive Trustee, Master Servicer or the Securities Administrator and the termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. (a) The Seller Servicer agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from Owner against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, fees and expenses that any of such parties the Owner may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and Servicer to service the Mortgage Loans in compliance with the terms of this Agreement or as a result any Reconstitution Agreement entered into pursuant to Section 8.1; provided, however, the Servicer shall not be liable hereunder with respect to (i) any action or inaction in accordance with the written direction or consent of the breach of a representation Owner, (ii) any action or warranty set forth in Sections 3.01 inaction resulting from the Owner's failure to cause any Collateral File (or 3.02 of this Agreementportion thereof) to be released to the Servicer pursuant to Section 2.18 or 4.2(c) or (iii) any action or inaction resulting from the Owner's failure to comply with Section 5.1(b). The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage Loan, Loans. The Servicer shall assume (with the written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with any such claim. The Purchaser Servicer shall promptly have the right to reimburse itself from the Seller Account for all amounts advanced expenses, advances and liabilities incurred by it pursuant to the two preceding sentences Servicer in respect of any such claim (whether or not the Servicer has assumed the defense thereof), except when the claim relates (i) is related to the Servicer's obligations to indemnify the Owner pursuant hereto, (ii) results from the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, Agreement or (iii) results from the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceServicer's willful misconduct, bad faith or willful misconduct of the Seller. The provisions of negligence in performing its duties under this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller Subject to Section 6.3, the Servicer agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from Owner against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses Losses that any of such parties the Owner may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and such Servicer to service the Mortgage Loans in compliance with the terms of this Agreement Agreement; provided, however, the 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 a result of February 1, 2004, among the Owner, Indymac and the Custodian,(b) with respect to any action or inaction in accordance with the direction or consent of the breach of Owner or (c) resulting from the Owner's failure to respond to a representation request by the Servicer for direction or warranty set forth consent in Sections 3.01 or 3.02 of this Agreementaccordance with Section 3.1(c) hereof. The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage Loan, Loans. The Servicer shall assume (with the consent of written notification to the PurchaserOwner) 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 the Purchaser Owner, subject to limitation pursuant to this Section 6.1, in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with any such claim. The Purchaser claim and the Owner shall promptly reimburse the Seller Servicer for all amounts reasonably advanced by it pursuant to the two preceding sentences sentence, except when the claim relates (a) is related to the Servicer's obligations to indemnify the Owner pursuant hereto, (b) results from the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, Agreement or (c) results from the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceServicer's willful misconduct, bad faith or willful misconduct of the Seller. The provisions of negligence in performing its duties under this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. (a) The Seller Company agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement Agreement. The Company 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 Purchaser may sustain in any way from any claim, demand, defense or as assertion based on or grounded upon, or resulting from any assertion based on, grounded upon or resulting from a result of the breach or alleged breach of a any of its representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Company shall immediately notify the Purchaser if a claim is made by a third party against Company with respect to this Agreement or a the Mortgage LoanLoans, assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Company 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the SellerCompany. The provisions of this Section 7.01 8.01(a) shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. 7.1.1. The Seller agrees to Servicer shall indemnify the Owners, its affiliates and hold the Purchaser and its present and former their respective officers, directors, officers, employees and agents (collectively, “Owner Indemnitees”) and hold each of the Owner Indemnitees harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees third party claims and related costs, judgments, Damages that the Owners and any other costs, fees and expenses that any of such parties the Owner Indemnitees may sustain in any way to the extent resulting from or related to (i) a breach of Servicer’s representations, warranties and covenants set forth in this Agreement, (ii) the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result (iii) any negligent, reckless or wrongfully intended action or omission of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this AgreementServicer. The Seller hereunder related Owner shall immediately promptly notify the Purchaser if a Servicer of any claim is made by a third party covered hereby; provided, however, that the Servicer shall not be relieved of its indemnification obligations hereunder due to the related Owner’s failure to give such notice except to the extent the Servicer has been prejudiced thereby. In connection with respect to this Agreement or a Mortgage Loanthe Servicer’s indemnification obligations hereunder, the Servicer may assume (with the prior written consent of the PurchaserOwners and with counsel reasonably satisfactory to the Owners) 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 Owners or the Purchaser any other Owner Indemnitees in respect of such claim. The Seller related Owner promptly shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences sentence except when to the extent that such claim relates results from or arises out of the Servicer’s indemnification pursuant to this Section 7.1.1, the failure of the Seller Servicer to service and administer the Mortgage Loans or REO Properties in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the SellerServicer. The provisions Servicer agrees that it will not enter into any settlement of this Section 7.01 shall survive termination of this Agreement and transfer any such claim without the consent of the related servicing rightsOwners (which consent shall be in the sole and absolute discretion the Owners) and such other Owner Indemnitees.

Indemnification; Third Party Claims. The Seller agrees to Company shall indemnify each Purchaser and hold the Purchaser and its present and former directors, officers, employees and agents it harmless from 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 any of such parties Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement; provided, however, that such indemnification shall not include punitive, consequential, exemplary or special damages (other than punitive, consequential, exemplary and special damages required to be paid by the indemnified party under this Agreement to any Person (other than a party to this Agreement or as a result any of its affiliates) arising out of an action or proceeding by such Person, which damages shall be deemed to be direct damages to the breach of a representation party required to pay such punitive, consequential, exemplary or warranty set forth in Sections 3.01 or 3.02 of this Agreementincidental damages). The Seller hereunder Company immediately shall immediately notify the Purchaser Purchasers if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the prior written consent of the 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 the any Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser Purchasers promptly shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Company's indemnification pursuant to Section 3.03, or the failure of the Seller Company to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees to Servicer shall indemnify the Owner and hold the Purchaser and its present and former directors, officers, employees and agents it harmless from 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 any of such parties the Owner may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementany Reconstitution Agreement entered into pursuant to Section 7.01. The Seller hereunder Servicer immediately shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a any Reconstitution Agreement or the Mortgage LoanLoans, shall promptly notify Fannie Mae, Freddie Mac, or the trustee with respect to any claim made by x xxxrx xarxx xxxx respect to any Reconstitution Agreement, assume (with the prior written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with such claim. The Purchaser Owner promptly shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Servicer's indemnification pursuant to Section 6.02, or the failure of the Seller 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 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 Seller Owner to perform its duties and obligations pursuant to this Agreement, in compliance with the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination terms of this Agreement and transfer of the related servicing rightsor any Reconstitution Agreement entered into pursuant to Section 7.01.

Indemnification; Third Party Claims. The Seller Subject to Section 6.3, the Servicer agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from Owner against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses Losses that any of such parties the Owner may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and such Servicer to service the Mortgage Loans in compliance with the terms of this Agreement Agreement; provided, however, the 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 a result of November 1, 2003, among the Owner, the Servicer and the Custodian,(b) with respect to any action or inaction in accordance with the direction or consent of the breach of Owner or (c) resulting from the Owner's failure to respond to a representation request by the Servicer for direction or warranty set forth consent in Sections 3.01 or 3.02 of this Agreementaccordance with Section 3.1(c) hereof. The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage Loan, Loans. The Servicer shall assume (with the written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with any such claim. The Purchaser claim and the Owner shall promptly reimburse the Seller Servicer for all amounts reasonably advanced by it pursuant to the two preceding sentences sentence, except when the claim relates (a) is related to the Servicer's obligations to indemnify the Owner pursuant hereto, (b) results from the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, Agreement or (c) results from the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceServicer's willful misconduct, bad faith or willful misconduct 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 Seller. The provisions Owner or (b) a breach of this Section 7.01 shall survive termination of this Agreement and transfer any of the related servicing rightsOwner's representations, warranties or covenants or obligations contained herein.

Indemnification; Third Party Claims. (a) The Seller agrees to Servicer shall indemnify and hold harmless the Purchaser and Owner (including any prior Owner), its present and former directors, officers, employees and agents harmless from assignees (each, an “Indemnified Party”) against any and all third party claims, losses, penalties, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, fees and expenses that the Indemnified Party may sustain (for avoidance of doubt, including those resulting in amounts payable by such Indemnified Party to any third party, including affiliates of such parties may sustain Indemnified Party) in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and Servicer to service the Mortgage Loans in compliance with the terms of this Agreement Agreement; provided, however, the Servicer shall not be liable hereunder with respect to (i) any action or as a result inaction resulting from the written direction or consent of an Indemnified Party, (ii) any action or inaction resulting from an Indemnified Party’s failure to cause any Collateral File (or portion thereof) to be released to the breach of a representation Servicer pursuant to Sections 2.18 or warranty set forth in Sections 3.01 4.2(c), or 3.02 of this Agreement(iii) any action or inaction resulting from an Indemnified Party’s failure to comply with Section 5.1(b) or Section 5.6. The Seller hereunder Servicer shall immediately notify the Purchaser Indemnified Party if a claim is made by a third party with respect to this Agreement or a the Mortgage Loan, Loans that the Servicer determines in its good faith judgment will materially affect the Indemnified Party’s interest in such Mortgage Loans. The Servicer shall assume (with the written consent of the PurchaserIndemnified Party) 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 the Purchaser Indemnified Party in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Indemnified Party in connection with any such claim. The Purchaser Servicer shall promptly have the right to reimburse itself from the Seller Account for all amounts advanced expenses, advances and liabilities incurred by it pursuant to the two preceding sentences Servicer in respect of any such claim (whether or not the Servicer has assumed the defense thereof), except when the claim relates (x) is related to the Servicer’s obligations to indemnify the Indemnified Party pursuant hereto, (y) results from the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, or (z) results from the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceServicer’s willful misconduct, bad faith or willful misconduct of the Seller. The provisions of negligence in performing its duties under this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller Servicer agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents Owner harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Owner may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of Agreement. The Servicer agrees to indemnify the Owner 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 Owner may sustain in any way related to the breach of a representation or warranty set forth in Sections Section 3.01 or 3.02 of this Agreement. The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a any claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with such claim. The Purchaser Owner shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02Section 3.01, or the gross negligence, bad faith or willful misconduct of the SellerServicer. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Each Seller agrees to and Servicer shall indemnify and hold harmless the Purchaser and Purchaser, its present and former directors, officers, employees agents, employees, and agents harmless assignees (each, an “Indemnified Party”) from and against any and all claims, lossescosts, damages, penaltiesexpenses (including reasonable attorneys’ fees and costs, irrespective of whether or not incurred in connection with the defense of any actual or threatened action, proceeding, or claim), fines, forfeitures, legal fees and related costsinjuries, judgments, and any other costs, fees and expenses that any of such parties may sustain liabilities or losses (“Losses”) suffered or sustained in any way related by any such Person, no matter how or when arising (including Losses incurred or sustained in connection with any judgment, award, or settlement), in connection with or relating to the (i) a breach by either Seller of any of its representations and warranties contained in Article III or (ii) a breach by either Seller of any of its covenants and other obligations contained herein including any failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms hereof and in accordance with the standard of this Agreement or as a result care in Section 9.03, provided however, in the case of both of the preceding clauses (i) and (ii), PHH Mortgage shall have no obligation to indemnify an Indemnified Party for a breach by the Trust of the Trust’s representations contained in Sections 3.01, 3.03(3) or 3.03(16) hereof. In the event of a representation breach by the Trust of the Trust’s representations in Section 3.01, 3.03(3) or warranty set forth in Sections 3.01 or 3.02 of this Agreement3.03(16), the Indemnified Party’s sole right to indemnification shall be from the Trust. The applicable Seller hereunder shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Agreement, any Mortgage Loan, Loan and/or any REO Property (ii) assume (with the prior written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel attorneys’ fees, and (iii) promptly pay, discharge and satisfy any judgment judgment, award, or decree which that may be entered against it or the Purchaser in respect of such claim. The 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 Seller shall follow be obligated to pay or comply with any written instructions received from the Purchaser in connection with such claimsettlement to which it has not consented. The Purchaser Servicer shall promptly reimburse be reimbursed from amounts on deposit in the Seller Collection Account for all amounts advanced by it pursuant to the two second preceding sentences sentence except when the claim in any way relates to the failure of the Seller to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations Servicer’s indemnification pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights9.01.

Indemnification; Third Party Claims. (a) The Seller agrees to Servicer (so long as it is the Originator or an Affiliate thereof) shall indemnify the Borrower, the Collateral Custodian, and any Successor Servicer, their respective officers, directors, employees, agents and “control persons,” as such term is used under the Securities Act and under the Exchange Act (each a “Servicer Indemnified Party”) and hold the Purchaser and its present and former directors, officers, employees and agents harmless from each of them against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, 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 such parties may sustain the Servicer’s representations and warranties and covenants contained in this Agreement or in any way related relating to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Transferred Loans in compliance with the terms of this Agreement or as a result of except to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the Purchaser) the defense of any extent 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 the Purchaser in respect loss arises out of such claim. The Seller shall follow any written instructions received from Servicer Indemnified Party’s fraud, gross negligence or willful misconduct; provided, however, that if the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller for all amounts advanced by it Servicer is not liable pursuant to the two preceding sentences except when provisions of Section 8.01(b) hereof for its failure to perform its duties and service the claim relates to the failure of the Seller to service and administer the Mortgage Transferred Loans in compliance with the terms of this Agreement, then the failure provisions of this Section 8.01 shall have no force and effect with respect to such failure; provided, further that (i) no Successor Servicer shall be liable for the breaches of representations or warranties or covenants, or actions or omissions, of a predecessor Servicer; and (ii) the Servicer shall not be so required to indemnify a Servicer Indemnified Party or to otherwise be liable to an Servicer Indemnified Party for any losses in respect of the Seller to perform its duties and obligations pursuant to this Agreementnon-performance of the Transferred Loans, the creditworthiness of the Obligors with respect to the Transferred Loans, changes in the market value of the Transferred Loans or other similar investment risks associated with the Transferred Loans arising from a breach of any representation or warranty set forth in Sections 3.01 or 3.02, or Section 3.03 hereto if the gross negligence, bad faith or willful misconduct effect of such indemnity would be to provide credit recourse to the Originator for the performance of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsTransferred Loans.

Indemnification; Third Party Claims. The Seller agrees to Servicer shall indemnify Xxxxxx Brothers Bank, FSB, the Trust Fund, the Trustee and the Master Servicer and hold the Purchaser and its present and former directors, officers, employees and agents each of them harmless from 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 any of such parties may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Servicer immediately shall immediately notify Xxxxxx Brothers Bank, FSB, the Purchaser Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the prior written consent of the Purchaserindemnified party, which consent shall not be unreasonably withheld or 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 the Purchaser any of such parties in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Trustee in connection with such claim. The Purchaser Servicer shall provide the 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 Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim is in any way relates to the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, Agreement or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsServicer.

Indemnification; Third Party Claims. The Seller Servicer agrees to indemnify and to hold each of the Purchaser Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Indenture Trustee, the Note Insurer and its present and former directors, officers, employees and agents each Noteholder harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses (including attorneys’ fees and expenses) that the Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Indenture Trustee, the Note Insurer and any Noteholder (or any director, officer, employee or agent of such parties the foregoing) may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or and the other Basic Documents and in connection with the Indenture as a result of provided in Section 6.16 thereof. Each indemnified party and the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Servicer shall immediately notify the Purchaser other indemnified parties if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, and the other Basic Documents and the Servicer shall assume (with the consent of the Purchaser) 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 any director, officer, employee or agent of the Purchaser foregoing) in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 obligations of the Seller Servicer under this Section 5.19 arising prior to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure any resignation or termination of the Seller to perform its duties and obligations pursuant to this Agreement, Servicer hereunder shall survive the breach resignation or termination of representation or warranty set forth in Sections 3.01 or 3.02, the Servicer or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of or the related servicing rightsIndenture.

Indemnification; Third Party Claims. The Seller Company agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of Agreement. The Company 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 Purchaser may sustain in any way related to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Company shall immediately notify the Purchaser if a claim is made by a third party against Company with respect to this Agreement or a the Mortgage LoanLoans, assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller Company to service and administer the Mortgage Loans Mortgages in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the SellerCompany. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement Agreement. Nothing herein shall be construed to impose any liability on the Company in the event it has, in good faith, complied with any instructions of Purchaser, which instructions are contrary to the terms and transfer provisions of the related servicing rightsthis agreement.

Indemnification; Third Party Claims. The Seller Servicer agrees to indemnify and hold the Purchaser Depositors, the Custodian, the Trustee, the Certificate Insurer and its present and former directors, officers, employees and agents each Holder harmless from 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 Trustee, the Custodian, the Certificate Insurer and any of such parties Holder may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Servicer shall immediately notify the Purchaser 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 a Mortgage LoanAgreement, and the Servicer shall assume (with the consent of the PurchaserTrustee 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 the Purchaser Servicer, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly Trustee may, if necessary, reimburse the Seller Servicer from amounts otherwise distributable on the Class X Certificates for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates directly to the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, . The Servicer shall have no lien on the failure assets of the Seller Trust with respect to perform its duties and obligations amounts advanced pursuant to this Agreement, SECTION 9.01 directly as a result of Servicer's failure to service and administer the breach of representation or warranty set forth Mortgage Loans in Sections 3.01 or 3.02, or compliance with the gross negligence, bad faith or willful misconduct of the Seller. The provisions terms of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller Servicer agrees to indemnify and hold the Purchaser Depositors, the Custodian, the Trustee, the Certificate Insurer and its present and former directors, officers, employees and agents each Holder harmless from 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 Trustee, the Custodian, the Certificate Insurer and any of such parties Holder may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Servicer shall immediately notify the Purchaser 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 a Mortgage LoanAgreement, and the Servicer shall assume (with the consent of the PurchaserTrustee 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 the Purchaser Servicer, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly Trustee may, if necessary, reimburse the Seller Servicer from amounts otherwise distributable on the Class X Certificates for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates directly to the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, . The Servicer shall have no lien on the failure assets of the Seller Trust with respect to perform its duties and obligations amounts advanced pursuant to this Agreement, Section 9.01 directly as a result of Servicer's failure to service and administer the breach of representation or warranty set forth Mortgage Loans in Sections 3.01 or 3.02, or compliance with the gross negligence, bad faith or willful misconduct of the Seller. The provisions terms of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees to indemnify and hold the Purchaser Purchaser, any Successor Servicer and its their respective present and former directors, officers, employees and agents harmless from any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses (including, without limitation, any legal fees and expenses, judgments or expenses relating to such liability, claim, loss or damage) that any of such parties may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the 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 the Purchaser in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. The Seller Company agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain related to the failure of the Company to observe and perform its duties, obligations, and covenants in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Company shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the Purchaser) 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 the Purchaser in respect of such claimclaim only with Purchaser consent or if Purchaser is released from all liability. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller Company to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller Company to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the SellerCompany. The provisions of this Section 7.01 5.01 shall survive termination of this Agreement and transfer of the related servicing rightsServicing Rights.

Indemnification; Third Party Claims. The Seller agrees to (a) Each of the Servicer (so long as it is an Affiliate of the Originator or the Buyer) and the Sub-Servicer, jointly and severally, shall indemnify the Originator, the Buyer, the Collateral Custodian, the Backup Servicer, the Agent and each other member of the Lender Group, their respective officers, directors, employees, agents and “control persons,” as such term is used under the Securities Act and under the Exchange Act (each a “Servicer Indemnified Party”) and hold the Purchaser and its present and former directors, officers, employees and agents harmless from each of them against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, 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 such parties may sustain the Servicer’s representations and warranties and covenants contained in this Agreement or in any way related relating to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans Transferred Notes Receivable in compliance with the terms of this Agreement or as a result of except to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the Purchaser) the defense of any extent 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 the Purchaser in respect loss arises out of such claim. The Seller shall follow any written instructions received from Servicer Indemnified Party’s fraud, gross negligence or willful misconduct; provided, however, that if the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller for all amounts advanced by it Servicer is not liable pursuant to the two preceding sentences except when provisions of Section 8.01(b) hereof for its failure to perform its duties and service the claim relates to the failure of the Seller to service and administer the Mortgage Loans Transferred Notes Receivable in compliance with the terms of this Agreement, then the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 8.01 shall survive termination have no force and effect with respect to such failure; provided, further that (i) no successor Servicer shall be liable for the breaches of this Agreement representations or warranties or covenants, or actions or omissions, of a predecessor Servicer; and transfer (ii) the Servicer shall not be so required to indemnify a Servicer Indemnified Party or to otherwise be liable to an Servicer Indemnified Party for any losses in respect of the related servicing rightsnon-performance of the Transferred Notes Receivable, the creditworthiness of the Obligors with respect to the Transferred Notes Receivable, changes in the market value of the Transferred Note Receivable or other similar investment risks associated with the Transferred Note Receivable if the effect of such indemnity would be to provide credit recourse to the Originator for the performance of the Transferred Note Receivable. The Servicer shall be liable for the breaches of representations, warranties, covenants or other actions or omissions of the Sub-Servicer as if such breaches or representations, warranties, covenants, actions or omissions were made by it directly.

Indemnification; Third Party Claims. The Seller Company agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company or the Servicer to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of Agreement. The Company 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 Purchaser may sustain in any way related to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Company shall immediately notify the Purchaser if a claim is made by a third party against Company or the Servicer with respect to this Agreement or a the Mortgage LoanLoans, assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Seller Company shall, and shall cause or direct any Servicer to, follow any lawful written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller Servicer to service and administer the Mortgage Loans Mortgages in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the SellerCompany or Servicer. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller Master Servicer agrees to indemnify the Depositor, the Sponsor, any NIMS Insurer, the Certificate Insurer and the Trustee, and their respective officers, directors, agents and affiliates, and hold the Purchaser and its present and former directors, officers, employees and agents each of them harmless from 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 the Depositor, the Sponsor, the Certificate Insurer, the Trustee or any NIMS Insurer may sustain 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 , 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 parties may sustain damages, (b) any material misstatement or omission in any way related to information, data or materials provided by the failure Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Seller to observe and perform Master Servicer in connection with its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementperformance hereunder. The Seller hereunder Depositor, the Sponsor, the Trustee, the Certificate Insurer and any NIMS Insurer shall immediately notify the Purchaser Master Servicer if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans entitling the Depositor, the Sponsor, the Trustee, the Certificate Insurer or any NIMS Insurer to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the 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 the Purchaser them in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 This indemnification shall survive the termination of this Agreement and transfer or the termination of the related servicing rights.Master Servicer as a party to this Agreement. 209

Indemnification; Third Party Claims. The Seller Subject to Section 6.3, the Servicer agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from Owner against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses Losses that any of such parties the Owner may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and such Servicer to service the Mortgage Loans in compliance with the terms of this Agreement Agreement; provided, however, the 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 a result of November 1, 2003, among the Owner, Countrywide and the Custodian,(b) with respect to any action or inaction in accordance with the direction or consent of the breach of Owner or (c) resulting from the Owner's failure to respond to a representation request by the Servicer for direction or warranty set forth consent in Sections 3.01 or 3.02 of this Agreementaccordance with Section 3.1(c) hereof. The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage Loan, Loans. The Servicer shall assume (with the written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with any such claim. The Purchaser claim and the Owner shall promptly reimburse the Seller Servicer for all amounts reasonably advanced by it pursuant to the two preceding sentences sentence, except when the claim relates (a) is related to the Servicer's obligations to indemnify the Owner pursuant hereto, (b) results from the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, Agreement or (c) results from the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceServicer's willful misconduct, bad faith or willful misconduct 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 Seller. The provisions Owner or (b) a breach of this Section 7.01 shall survive termination of this Agreement and transfer any of the related servicing rightsOwner's representations, warranties or covenants or obligations contained herein.

Indemnification; Third Party Claims. The Seller Servicer agrees to indemnify the Owner, its successors and assigns, and any agent of the Owner (each an “Indemnified Person”) and hold the Purchaser and its present and former directors, officers, employees and agents each such Indemnified Person harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties Indemnified Person may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation, warranty or as a result covenant of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this AgreementServicer contained herein. The Seller hereunder Servicer shall immediately notify the Purchaser if a Owner in accordance with Section 11.04 herein of any claim is made by a third party against the Servicer, the Owner or both, with respect to this Agreement or a Agreement, the Mortgage Loan, Loans and/or any alleged act by Owner. The Owner shall assume (with the consent of the Purchaser) the defense of any such claim and pay all costs and expenses (including reasonable legal fees and expenses) of defending the Servicer and itself against any such claim other than (i) any loss, liability or expense related to the Servicer’s failure to perform Servicer’s duties in connection therewithstrict compliance with this Agreement; and (ii) any loss, including counsel feesliability or expense incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Owner shall promptly pay, discharge and satisfy any judgment or decree which that may be entered against it or the Purchaser in respect of such claim. The Seller shall follow If in any written instructions received from event, the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant Servicer incurred any expenses or fees related to the two preceding sentences except when above, the Servicer shall be entitled to reimbursement of any such expenses or fees from funds in the Custodial Account, unless such claim relates to a matter for which the failure of Servicer is required to indemnify the Seller to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsOwner.

Indemnification; Third Party Claims. The Seller agrees to Servicer shall indemnify the Owner and hold the Purchaser and its present and former directors, officers, employees and agents it harmless from 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 any of such parties the Owner may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementany Reconstitution Agreement entered into pursuant to Section 7.01. The Seller hereunder Servicer immediately shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify Fannie Mae, Freddie Mac, or xxx xrxxxee xxxx xespect to any claim made by a Mortgage Loanthird party with respect to any Reconstitution Agreement, assume (with the prior written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with such claim. The Purchaser Owner promptly shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Servicer's indemnification pursuant to Section 6.02, or the failure of the Seller 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 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 Seller Owner to perform its duties and obligations pursuant to this Agreement, in compliance with the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination terms of this Agreement and transfer of the related servicing rightsor any Reconstitution Agreement entered into pursuant to Section 7.01.

Indemnification; Third Party Claims. The Seller agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans covenants in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller An indemnifying party hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the 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 the Purchaser in respect of such claim. The Seller An indemnifying party hereunder shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller an indemnifying party hereunder 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller Master Servicer agrees to indemnify the Depositor, the Sponsor, the Certificate Registrar, the Paying Agent, the Certificate Insurer and hold the Purchaser Trustee (and its present and former each of their respective directors, officers, employees and agents agents) and hold each of them harmless from 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 the Depositor, the Sponsor, the Certificate Insurer, the Certificate Registrar, the Paying Agent or the Trustee may sustain arising out of or based upon (a) any material breach by the Master Servicer of any of such parties may sustain its obligations hereunder, including particularly its obligations to provide any 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 way related 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 the failure this Section 9.31, even if advised of the Seller to observe and perform its dutiespossibility of such damages, obligations(b) any material misstatement or omission on any information, covenantsdata, and agreements and to service or materials provided by the Mortgage Loans in compliance with Master Servicer, or (c) the terms of this Agreement negligence, bad faith or as a result willful misconduct of the breach of a representation or warranty set forth Master Servicer in Sections 3.01 or 3.02 of this Agreementconnection with its performance hereunder. The Seller hereunder Depositor, the Sponsor, the Certificate Insurer, the Certificate Registrar, the Paying Agent and the Trustee shall immediately notify the Purchaser Master Servicer if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans entitling the Depositor, the Sponsor, the Certificate Insurer or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the 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 the Purchaser them in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 This indemnification shall survive the termination of this Agreement and transfer or the termination of the related servicing rightsMaster Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Seller Seller/Servicer agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from against any and all actual claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees related costs and expenses that any of such parties the Purchaser may sustain in any way related due to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and Seller/Servicer to service the Mortgage Loans in material compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify If the Purchaser if a claim seeks indemnification under this Subsection 12.01, it must promptly give the Seller/Servicer notice of any legal action or potential claim. However, delay or failure by the Purchaser to provide such notice shall not release the Seller/Servicer from any indemnity obligations, except and only to the extent that the Seller/Servicer shows that such delay or failure materially prejudiced the defense of such action or increased the amount of such claim. The Seller/Servicer shall be responsible to conduct such defense through counsel reasonably satisfactory to the Purchaser provided, however, that the Purchaser is made by a third party with respect permitted to this Agreement or a Mortgage Loan, assume (with the consent of the Purchaser) control fully the defense of any such claim and pay all expenses to settle any such claim subject to the Seller/Servicer’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 therewith, including counsel fees, and promptly pay, discharge and satisfy with any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Seller If the Seller/Servicer fails to assume the defense of an action within twenty (20) days after receiving notice, then the Seller/Servicer shall follow be bound by any written instructions received from determination made in the action or by any compromise or settlement the Purchaser in connection with such claimmay effect. The Purchaser agrees to use reasonable efforts to mitigate any claims tendered to the Seller/Servicer. The Purchaser shall promptly reimburse assign to the Seller Seller/Servicer all of its claims for all amounts advanced recovery against third parties for any indemnification provided by it the Seller/Servicer, whether such claims arise pursuant to the two preceding sentences except when the claim relates to the failure of the Seller to service and administer the Mortgage Loans in compliance with the terms of this Agreementinsurance coverage, the failure of the Seller to perform its duties and obligations pursuant to this Agreementcontribution, the breach of representation subrogation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsotherwise.

Indemnification; Third Party Claims. The Seller agrees to indemnify and hold the harmless Purchaser and its present and former directors, officers, employees and agents harmless from against any and all claims, actual losses, damages, penaltiesactions, finesor liabilities, forfeituresincluding reasonable attorneys fees, legal fees and related costswhich Purchaser sustains, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to which are caused by the failure of the Seller to observe and perform its duties, obligations, covenants, obligations and agreements and to service the Mortgage Loans covenants in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the 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 the Purchaser in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in material compliance with the terms of this Agreement, excluding, however, any and all consequential and punitive damages. If Purchaser seeks indemnification under this Section 12.01, it must promptly give Seller notice of any legal action or potential claim. However, delay or failure by Purchaser to provide such notice shall not release Seller from any indemnity obligations, except and only to the extent that Seller shows that such delay or failure materially prejudiced the defense of such action or increased the amount of such claim. Seller shall be responsible to conduct such defense through counsel reasonably satisfactory to Purchaser; provided, however, that Seller is permitted to control fully the defense of any such claim and to settle any such claim subject to Purchaser’s approval, which approval shall not be unreasonably withheld; provided further, that Purchaser shall have the right to retain counsel to represent it at its expense in connection with any such claim. If Seller fails to assume the defense of an action within twenty (20) days after receiving notice, then Seller shall be bound by any determination made in the action or by any compromise or settlement Purchaser may effect. Without the consent of the other party, neither Purchaser nor Seller shall agree to perform its duties any settlement if the matter involves any possible criminal action or proceeding, or contains a stipulation to, or admission or acknowledgment of, any wrongdoing (in tort or otherwise) on the part of the other party, and obligations the settlement of any such matter without the prior written consent of the other party shall be void and of no effect with respect to that other party. Purchaser agrees to use reasonable efforts to mitigate any claims tendered to Seller. To the extent of any amounts paid by Seller pursuant to this Agreementthe indemnification provided above, the breach Purchaser shall assign to Seller all of representation its claims for recovery against third parties for any indemnification provided by Seller, whether such claims arise pursuant to insurance coverage, contribution, subrogation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Sellerotherwise. The provisions of this Section 7.01 12.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. (a) The Seller Servicer agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from Owner against any and all third party claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, fees and expenses that any of such parties the Owner may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and Servicer to service the Mortgage Loans in compliance with the terms of this Agreement Agreement; provided, however, the Servicer shall not be liable hereunder with respect to (i) any action or as a result inaction resulting from the written direction or consent of the breach of a representation Owner, (ii) any action or warranty set forth in inaction resulting from the Owner’s failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to Sections 3.01 2.18 or 3.02 of this Agreement4.2(c), or (iii) any action or inaction resulting from the Owner’s failure to comply with Section 5.1(b) or Section 5.6. The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage Loan, Loans that the Servicer determines in its good faith judgment will materially affect the Owner’s interest in such Mortgage Loans. The Servicer shall assume (with the written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with any such claim. The Purchaser Servicer shall promptly have the right to reimburse itself from the Seller Account for all amounts advanced expenses, advances and liabilities incurred by it pursuant to the two preceding sentences Servicer in respect of any such claim (whether or not the Servicer has assumed the defense thereof), except when the claim relates (x) is related to the Servicer’s obligations to indemnify the Owner pursuant hereto, (y) results from the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, or (z) results from the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceServicer’s willful misconduct, bad faith or willful misconduct of the Seller. The provisions of negligence in performing its duties under this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Each Seller agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the either Seller or either Servicer to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of Agreement. Each 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 Purchaser may sustain in any way related to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Each Seller hereunder shall immediately notify the Purchaser if a any claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the consent of the 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 the Purchaser in respect of such claim. The Each Seller shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Sellers for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller Servicers to service and administer the Mortgage Loans Mortgages in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the either Seller. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees to shall indemnify and hold the Purchaser and its present the Successor Servicer (each, an “Indemnified Party”) and former directors, officers, employees and agents hold them harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, forfeitures and reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related thereto sustained by the Indemnified Party due to the failure of the Seller to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as Agreement. The Purchaser shall immediately notify the Seller if a result of the claim is made by a third party with respect to Seller’s breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder immediately shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, and if such claim is prior to the Servicing Transfer Date, assume (with the prior written consent of the 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 the Purchaser in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser promptly shall promptly reimburse the Seller for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Seller’s indemnification pursuant to Section 3.03, or the failure of the Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. (a) The Seller Servicer agrees to indemnify and to hold each of the Purchaser Depositor, the Trustee, the Seller, the Certificate Insurer and its present and former directors, officers, employees and agents each Certificateholder harmless from 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 Trustee, the Seller, the Certificate Insurer and any of such parties Certificateholder may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Each indemnified party and the Servicer shall immediately notify the Purchaser other indemnified parties if a claim is made by a third party with respect to this Agreement or a Mortgage LoanAgreement, and the Servicer shall assume (with the consent of the Purchaser) 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 the Purchaser Depositor, the Servicer, the Trustee, the Seller, the Certificate Insurer and/or Certificateholder in respect of such claim. The Seller Trustee shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Servicer in accordance with Section 5.08 hereof for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates directly to the failure of the Seller Servicer to service and administer the Mortgage Loans Mortgages in compliance with the terms of this Agreement; PROVIDED, that the failure Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsfunds for such reimbursement.

Indemnification; Third Party Claims. The Seller agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses (collectively, “Damages”) that any of such parties the Purchaser may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as from any claim, demand, defense or assertion based on or grounded upon, or resulting from a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the 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 the Purchaser in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. The Seller agrees to indemnify and hold the harmless Purchaser and its present and former directors, officers, employees and agents harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties Purchaser may sustain in any way related due to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in material compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The If Purchaser seeks indemnification under this Section 12.01, it must promptly give Seller hereunder notice of any legal action or potential claim. However, delay or failure by Purchaser to provide such notice shall immediately notify not release Seller from any indemnity obligations, except and only to the extent that Seller shows that such delay or failure materially prejudiced the defense of such action or increased the amount of such claim. Seller shall be responsible to conduct such defense through counsel reasonably satisfactory to Purchaser if a claim provided, however, that Seller is made by a third party with respect permitted to this Agreement or a Mortgage Loan, assume (with the consent of the Purchaser) control fully the defense of any such claim and pay all expenses to settle any such claim subject to Purchaser's approval, which approval shall not be unreasonably withheld; provided further, that Purchaser shall have the right to retain counsel to represent it at its expense in connection therewith, including counsel fees, and promptly pay, discharge and satisfy with any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The If Seller fails to assume the defense of an action within twenty (20) days after receiving notice, then Seller shall follow be bound by any determination made in the action or by any compromise or settlement Purchaser may effect. Without the consent of the other party, neither Purchaser nor Seller shall agree to any settlement if the matter involves any possible criminal action or proceeding, or contains a stipulation to, or admission or acknowledgment of, any wrongdoing (in tort or otherwise) on the part of the other party, and the settlement of any such matter without the prior written instructions received from consent of the other party shall be void and of no effect with respect to that other party. Purchaser in connection with such claimagrees to use reasonable efforts to mitigate any claims tendered to Seller. The Purchaser shall promptly reimburse the assign to Seller all of its claims for all amounts advanced recovery against third parties for any indemnification provided by it Seller, whether such claims arise pursuant to the two preceding sentences except when the claim relates to the failure of the Seller to service and administer the Mortgage Loans in compliance with the terms of this Agreementinsurance coverage, the failure of the Seller to perform its duties and obligations pursuant to this Agreementcontribution, the breach of representation subrogation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsotherwise.

Indemnification; Third Party Claims. The Seller Servicer agrees to indemnify the Owner, its successors and assigns, and any agent of the Owner (each an "Indemnified Person") and hold the Purchaser and its present and former directors, officers, employees and agents each such Indemnified Person harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties Indemnified Person may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation, warranty or as a result covenant of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this AgreementServicer contained herein. The Seller hereunder Servicer shall immediately notify the Purchaser if a Owner in accordance with Section 11.04 herein of any claim is made by a third party against the Servicer, the Owner or both, with respect to this Agreement or a Agreement, the Mortgage Loan, Loans and/or any alleged act by Owner. The Owner shall assume (with the consent of the Purchaser) the defense of any such claim and pay all costs and expenses (including reasonable legal fees and expenses) of defending the Servicer and itself against any such claim other than (i) any loss, liability or expense related to the Servicer's failure to perform Servicer's duties in connection therewithstrict compliance with this Agreement; and (ii) any loss, including counsel feesliability or expense incurred by reason of the Servicer's willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Owner shall promptly pay, discharge and satisfy any judgment or decree which that may be entered against it or the Purchaser in respect of such claim. The Seller shall follow If in any written instructions received from event, the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant Servicer incurred any expenses or fees related to the two preceding sentences except when above, the Servicer shall be entitled to reimbursement of any such expenses or fees from funds in the Custodial Account, unless such claim relates to a matter for which the failure of Servicer is required to indemnify the Seller to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsOwner.

Indemnification; Third Party Claims. (a) The Seller agrees to Servicer (so long as it is the Originator or an Affiliate thereof) shall indemnify the Originator, the Borrower, the Agent and each other member of the Lender Group, the Collateral Custodian (if one has been appointed), and any Successor Servicer, their respective officers, directors, employees, agents and “control persons,” as such term is used under the Securities Act and under the Exchange Act (each a “Servicer Indemnified Party”) and hold the Purchaser and its present and former directors, officers, employees and agents harmless from each of them against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, 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 such parties may sustain the Servicer’s representations and warranties and covenants contained in this Agreement or in any way related relating to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Transferred Loans in compliance with the terms of this Agreement or as a result of except to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the Purchaser) the defense of any extent 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 the Purchaser in respect loss arises out of such claim. The Seller shall follow any written instructions received from Servicer Indemnified Party’s fraud, gross negligence or willful misconduct; provided, however, that if the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller for all amounts advanced by it Servicer is not liable pursuant to the two preceding sentences except when provisions of Section 8.01(b) hereof for its failure to perform its duties and service the claim relates to the failure of the Seller to service and administer the Mortgage Transferred Loans in compliance with the terms of this Agreement, then the failure provisions of this Section 8.01 shall have no force and effect with respect to such failure; provided, further that (i) no successor Servicer shall be liable for the breaches of representations or warranties or covenants, or actions or omissions, of a predecessor Servicer; and (ii) the Servicer shall not be so required to indemnify a Servicer Indemnified Party or to otherwise be liable to an Servicer Indemnified Party for any losses in respect of the Seller to perform its duties and obligations pursuant to this Agreementnon-performance of the Transferred Loans, the creditworthiness of the Obligors with respect to the Transferred Loans, changes in the market value of the Transferred Loans or other similar investment risks associated with the Transferred Loans arising from a breach of any representation or warranty set forth in Sections 3.01 or 3.02, or Section 3.03 hereto if the gross negligence, bad faith or willful misconduct effect of such indemnity would be to provide credit recourse to the Originator for the performance of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsTransferred Loans.

Indemnification; Third Party Claims. The Seller agrees to Company shall indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from 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 any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Company immediately shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the prior written consent of the 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 the Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser promptly shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Company’s indemnification pursuant to Section 3.03, or the failure of the Seller Company to service and administer the Mortgage Loans in compliance with the terms of this Agreement. If the Purchaser seeks indemnification under this Subsection 8.01 or Section 3.03, it must promptly give the Company notice of any legal action or potential claim. However, delay or failure by the Purchaser to provide 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 Seller amount of such claim. The Company shall be responsible to perform 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 duties and obligations 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 this Agreementinsurance coverage, the breach of representation contribution, subrogation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsotherwise.

Indemnification; Third Party Claims. The Seller agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller to observe and perform its dutiesor resulting from (i) any third party claim, obligationsdemand, covenantsdefense or assertion based on or grounded upon or resulting from, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as alleging a result of the breach of a representation or warranty set forth in Sections 3.01 7.01 or 3.02 7.02 of this Agreement, and without regard to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of its other duties or obligations under this Agreement. This indemnification obligation shall survive the termination of this Agreement or the termination of any party to this Agreement. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, and the Seller shall assume (with the written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees. If the Seller has assumed the defense of the Purchaser, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Seller shall provide the Purchaser in respect with a written report of such claim. The all expenses and advances incurred by the Seller shall follow any written instructions received from pursuant to this Subsection 12.01 and the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim in any way relates to the failure or results from anything listed in clauses (i), (ii) or (iii) of Subsection 12.01(a) or any other breach by the Seller to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. The Seller agrees to Company shall indemnify and hold the Purchaser and Purchaser, its present and former directors, officers, employees agents, employees, and agents assigns (each, an "Indemnified Party") and hold each such Person harmless from 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 any of such parties an Indemnified Party may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Company immediately shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the prior written consent of the 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 the Purchaser an Indemnified Party in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser an Indemnified Party in connection with such claim. The Purchaser promptly shall promptly reimburse the Seller an Indemnified Party for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Company's indemnification pursuant to Section 3.03, or the failure of the Seller Company to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement, the failure . The Purchaser's rights under this Section 9.01 shall not be exclusive of the Seller to perform its duties and obligations pursuant to other remedies or indemnifications provided for in this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 9.01(a) shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees actually incurred and related costs, judgments, judgments and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, and the Seller shall assume (with notification to the consent of the Purchaser) Purchaser the defense of any such claim and pay all reasonable expenses in connection therewith, including reasonable and necessary counsel feesfees actually incurred, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Seller or the Purchaser in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with any such claim. The , and the Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates (i) arises out of any matter in respect of which the Seller is obligated to indemnify the Purchaser pursuant to Section 3.3(f), (ii) results from the failure of the Seller to service and administer the Mortgage Loans in compliance with the terms of this Agreement, or (iii) results from the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceSeller's willful misfeasance, bad faith or willful misconduct of the Seller. The provisions of negligence in performing its duties under this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees to Company shall indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, and forfeitures, including, but not limited to reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementany Reconstitution Agreement entered into pursuant to Section 8.01. The Seller hereunder Company immediately shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a any Reconstitution Agreement or the Mortgage LoanLoans, shall promptly notify Ginnie Mae, Fannie Mae, Freddie Mac, or the trustee with respect to any xxxxx mxxx bx x xxixx paxxx xxxh respect to any Reconstitution Agreement, assume (with the prior written consent of the 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 the Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Purchaser unless such settlement includes an unconditional release of the Purchaser from all liability that is the subject matter of such claim. In addition to the obligations of the Company set forth in this Section 9, the Purchaser may pursue any and all remedies otherwise available at law or in equity, including, but not limited to, the right to seek damages. The provisions of this Section 9.01 shall survive termination of this Agreement. The Purchaser promptly shall reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Company's indemnification pursuant to Section 4.03, or the failure of the Seller Company to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement, the failure . The obligations of the Seller to perform its duties and obligations pursuant to Company arising under this AgreementSection 9.01 shall survive any sale, assignment, resignation or termination of the breach of representation or warranty set forth in Sections 3.01 or 3.02Company, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. (a) The Seller Servicer agrees to indemnify and to hold each of the Purchaser Depositor, the Trustee, the Seller, the Certificate Insurer, the Back-up Servicer and its present and former directors, officers, employees and agents each Certificateholder harmless from 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 Trustee, the Seller, the Certificate Insurer, the Back-up Servicer and any of such parties Certificateholder may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Each indemnified party and the Servicer shall immediately notify the Purchaser other indemnified parties if a claim is made by a third party with respect to this Agreement or a Mortgage LoanAgreement, and the Servicer shall assume (with the consent of the Purchaser) 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 the Purchaser Depositor, the Servicer, the Trustee, the Seller, the Back-up Servicer, the Certificate Insurer and/or Certificateholder in respect of such claim. The Seller Trustee shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Servicer in accordance with Section 5.08 hereof for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates directly to the failure of the Seller Servicer to service and administer the Mortgage Loans Mortgages in compliance with the terms of this Agreement; provided, that the failure Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsfunds for such reimbursement.

Indemnification; Third Party Claims. The Seller Master Servicer agrees to indemnify the Depositor, the Sponsor, the Certificate Registrar, the Paying Agent and hold the Purchaser Trustee (and its present and former each of their respective directors, officers, employees and agents agents) and hold each of them harmless from 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 the Depositor, the Sponsor, the Certificate Registrar, the Paying Agent or the Trustee may sustain arising out of or based upon (a) any material breach by the Master Servicer of any of such parties may sustain its obligations hereunder, including particularly its obligations to provide any 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 way related 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 the failure this Section 9.31, even if advised of the Seller to observe and perform its dutiespossibility of such damages, obligations(b) any material misstatement or omission on any information, covenantsdata, and agreements and to service or materials provided by the Mortgage Loans in compliance with Master Servicer, or (c) the terms of this Agreement negligence, bad faith or as a result willful misconduct of the breach of a representation or warranty set forth Master Servicer in Sections 3.01 or 3.02 of this Agreementconnection with its performance hereunder. The Seller hereunder Depositor, the Sponsor, the Certificate Registrar, the Paying Agent and the Trustee shall immediately notify the Purchaser Master Servicer if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the 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 the Purchaser them in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 This indemnification shall survive the termination of this Agreement and transfer or the termination of the related servicing rights.Master Servicer as a party to this Agreement. 152

Indemnification; Third Party Claims. The Seller agrees to Company shall indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees actually incurred and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Company immediately shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the prior written consent of the Purchaser) 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 the Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser promptly shall promptly reimburse the Seller Company for all amounts costs, fees or expenses advanced by it pursuant to the two preceding sentences this paragraph except when the claim in any way results from, relates to or arises out of any liability, obligation, act or omission of the Company, including without limitation, the Company's indemnification obligation under Section 3.3 and this Section 8.1, any repurchase obligation of the Company hereunder including Sections 2.3, 3.3 and 6.2, or the failure of the Seller Company to service and administer the Mortgage Loans and otherwise perform its obligations hereunder in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. (a) The Seller agrees to Servicer shall indemnify the Originator, the Owner Trustee, the Issuer, the Paying Agent, the Depositor, the Indenture Trustee, the Collateral Custodian, the Backup Servicer and the Noteholders, their respective officers, directors, employees, agents and “control persons,” as such term is used under the Securities Act and under the Exchange Act (each a “Servicer Indemnified Party”) and hold the Purchaser and its present and former directors, officers, employees and agents harmless from each of them against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, 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 such parties may sustain the Servicer’s representations and warranties and covenants contained in this Agreement or in any way related relating to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Transferred Loans in compliance with the terms of this Agreement or as a result of except to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the Purchaser) the defense of any extent 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 the Purchaser in respect loss arises out of such claim. The Seller shall follow any written instructions received from Servicer Indemnified Party’s fraud, gross negligence or willful misconduct; provided, however, that if the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller for all amounts advanced by it Servicer is not liable pursuant to the two preceding sentences except when provisions of Section 8.01(b) hereof for its failure to perform its duties and service the claim relates to the failure of the Seller to service and administer the Mortgage Transferred Loans in compliance with the terms of this Agreement, then the failure provisions of this Section 8.01 shall have no force and effect with respect to such failure; provided, further that (i) no successor Servicer shall be liable for the actions or omissions of a predecessor Servicer; and (ii) the Servicer shall not be so required to indemnify a Servicer Indemnified Party or to otherwise be liable to an Servicer Indemnified Party for any losses in respect of the Seller to perform its duties and obligations pursuant to this Agreementnon-performance of the Transferred Loans, the creditworthiness of the Obligors with respect to the Transferred Loans, changes in the market value of the Transferred Loans or other similar investment risks associated with the Transferred Loans arising from a breach of any representation or warranty set forth in Sections 3.01 or 3.02, or Section 3.03 hereto if the gross negligence, bad faith or willful misconduct effect of such indemnity would be to provide credit recourse to the Originator for the performance of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsTransferred Loans.

Indemnification; Third Party Claims. The Seller agrees to Company shall indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from 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 any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementany Reconstitution Agreement entered into pursuant to Section 7.01. The Seller hereunder Company immediately shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify FNMA, FHLMC, or the trustee with respect to any claim made by a Mortgage Loanthird party with respect to any Reconstitution Agreement, assume (with the prior written consent of the 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 the Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser promptly shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Company's indemnification pursuant to Section 3.03, or the failure of the Seller Company to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. The Seller Servicer agrees to indemnify and hold the Purchaser Depositors, the Custodian, the Trustee, the Certificate Insurer and its present and former directors, officers, employees and agents each Holder harmless from 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 Trustee, the Custodian, the Certificate Insurer and any of such parties Holder may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Servicer shall immediately notify the Purchaser 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 a Mortgage LoanAgreement, and the Servicer shall assume (with the consent of the PurchaserTrustee and the Certificate Insurer) the defense of any such claim and pay advance all expenses 140 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 the Purchaser Servicer, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly Trustee may, if necessary, reimburse the Seller Servicer from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates directly to the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, . The Servicer shall have no lien on the failure assets of the Seller Trust with respect to perform its duties and obligations amounts advanced pursuant to this Agreement, Section 9.01 directly as a result of Servicer's failure to service and administer the breach of representation or warranty set forth Mortgage Loans in Sections 3.01 or 3.02, or compliance with the gross negligence, bad faith or willful misconduct of the Seller. The provisions terms of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. (a) The Seller Servicer agrees to indemnify and hold the Purchaser Indenture Trustee, the Co-Owner Trustee, the Issuer, the Seller, the Securities Insurer and its present and former directors, officers, employees and agents each Securityholder harmless from and 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 Indenture Trustee, the Issuer, the Seller, the Securities Insurer or any of such parties Securityholder may sustain in any way related to directly resulting from the failure negligence or willful misconduct of the Seller to observe and perform Servicer in the performance of its duties, obligations, covenants, and agreements and to service duties hereunder or in the Mortgage servicing of the Home Loans in compliance with the terms of this Agreement Agreement. IT IS THE EXPRESS INTENTION OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNIFICATION AND HOLD 88 HARMLESS OBLIGATIONS OF THE SERVICER 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 SERVICER. The Servicer shall not be liable or as a result responsible for any of the breach representations, covenants, warranties, responsibilities, duties or liabilities of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementany prior Servicer. The Seller hereunder Servicer shall immediately notify the Purchaser Indenture Trustee, the Issuer, the Seller, the Securities Insurer and each Securityholder if a claim is made by a third party with respect to this Agreement or a Mortgage LoanAgreement, and the Servicer shall assume (with the consent of the PurchaserIndenture 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 the Purchaser Servicer, the Indenture Trustee, the Issuer, the Seller, the Securities Insurer and/or any Securityholder in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. The Seller agrees to Servicer shall indemnify the Owner and hold the Purchaser and its present and former directors, officers, employees and agents it harmless from 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 any of such parties the Owner may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementany Reconstitution Agreement entered into pursuant to Section 7.01. The Seller hereunder Servicer immediately shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify Xxxxxx Mae, Xxxxxxx Mac, or the trustee with respect to any claim made by a Mortgage Loanthird party with respect to any Reconstitution Agreement, assume (with the prior written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with such claim. The Purchaser Owner promptly shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Servicer's indemnification pursuant to Section 6.02, or the failure of the Seller 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 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 Seller Owner to perform its duties and obligations pursuant to this Agreement, in compliance with the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination terms of this Agreement and transfer of the related servicing rightsor any Reconstitution Agreement entered into pursuant to Section 7.01.

Indemnification; Third Party Claims. (a) The Seller Servicer agrees to indemnify and hold the Purchaser Indenture Trustee, the Co-Owner Trustee, the Issuer, the Seller and its present and former directors, officers, employees and agents each Securityholder harmless from and 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 Indenture Trustee, the Issuer, the Seller or any of such parties Securityholder may sustain in any way related to directly resulting from the failure negligence or willful misconduct of the Seller to observe and perform Servicer in the performance of its duties, obligations, covenants, and agreements and to service duties hereunder or in the Mortgage servicing of the Home Loans in compliance with the terms of this Agreement or as a result Agreement. It is the express intention of the breach parties to this Agreement that the indemnification and hold harmless obligations of a representation or warranty the Servicer set forth in Sections 3.01 the preceding sentence shall apply fully to claims, losses, etc. resulting from acts or 3.02 omissions that may constitute ordinary negligence on the part of this Agreementthe Servicer. The Seller hereunder Servicer shall not be liable or responsible for any of the representations, covenants, warranties, responsibilities, duties or liabilities of any prior Servicer. The Servicer shall immediately notify the Purchaser Indenture Trustee, the Issuer, the Seller and each Securityholder if a claim is made by a third party with respect to this Agreement or a Mortgage LoanAgreement, and the Servicer shall assume (with the consent of the PurchaserIndenture 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 the Purchaser Servicer, the Indenture Trustee, the Issuer, the Seller and/or any Securityholder in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. (a) The Seller agrees to Servicer shall indemnify and hold harmless the Purchaser Owner (including prior Owners) (and if the Mortgage Loans are securitized, Goldman Sachs & Co., GS Mortgage Secuxxxxxx Cxxx., the trustee, in its capacity as trustee for the trust issuing the securities backed by the Mortgage Loans, and the entity, if any, acting in the capacity of a master servicer in connection with any securitization) and its present officers, directors, employees and former agents and any successor servicer and its directors, officers, employees and agents harmless from (the "Indemnified Parties"), and, if a Pass-Through Transfer occurs, the Guarantor 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 any the Indemnified Parties incur as a result of such parties may sustain in any way related to (i) the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, covenants and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as (ii) a result breach of any of the breach of a representation or warranty Servicer's representations and warranties set forth in Sections 3.01 or 3.02 of this AgreementArticle IX hereof. The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, and the Servicer shall assume (with the written consent of the PurchaserOwner) 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 the Purchaser Indemnified Parties in respect of such claim. The Seller Servicer shall follow any provide Owner with a written instructions received from report of all expenses and advances incurred by the Purchaser in connection with such claim. The Purchaser Servicer pursuant to this Section 8.01 and Owner shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim in any way relates to the Servicer's failure of the Seller 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 in this Agreement, in the failure event that Owner or its designee becomes record owner of any Mortgaged Property, the Seller Servicer shall not be deemed to have failed to perform its duties and obligations pursuant hereunder where it fails to this Agreement, act in response to any notice delivered to the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct record holder of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer Mortgaged Property if (i) statutory notice was not delivered to the Servicer, (ii) the Servicer had no actual knowledge of the related servicing rightssituation surrounding such notice and (iii) the Servicer's inaction was due entirely to the Servicer's lack of receipt of such notice.

Indemnification; Third Party Claims. (a) The Seller Servicer ----------------------------------- agrees to indemnify and hold the Purchaser Indenture Trustee, the Co-Owner Trustee, the Issuer, the Seller and its present and former directors, officers, employees and agents each Securityholder harmless from and 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 Indenture Trustee, the Issuer, the Seller or any of such parties Securityholder may sustain in any way related to directly resulting from the failure negligence or willful misconduct of the Seller to observe and perform Servicer in the performance of its duties, obligations, covenants, and agreements and to service duties hereunder or in the Mortgage servicing of the Home Loans in compliance with the terms of this Agreement or as a result Agreement. It is the express intention of the breach parties to this Agreement that the indemnification and hold harmless obligations of a representation or warranty the Servicer set forth in Sections 3.01 the preceding sentence shall apply fully to claims, losses, etc. resulting from acts or 3.02 of this Agreementomissi ons that may constitute ordinary negligence on the part xx xxe Servicer. The Seller hereunder Servicer shall not be liable or responsible for any of the representations, covenants, warranties, responsibilities, duties or liabilities of any prior Servicer. The Servicer shall immediately notify the Purchaser Indenture Trustee, the Issuer, the Seller and each Securityholder if a claim is made by a third party with respect to this Agreement or a Mortgage LoanAgreement, and the Servicer shall assume (with the consent of the PurchaserIndenture 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 the Purchaser Servicer, the Indenture Trustee, the Issuer, the Seller and/or any Securityholder in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. (a) The Seller Servicer agrees to indemnify and hold the Purchaser Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian and its present each Noteholder and former directors, officers, employees and agents Certificateholder harmless from 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 Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian and any of such parties Noteholder and Certificateholder may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Servicer shall immediately notify the Purchaser Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian and each Noteholder and Certificateholder if a claim is made by a third party with respect to this Agreement or a Mortgage LoanAgreement, and the Servicer shall assume (with the consent of the PurchaserIndenture 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 the Servicer, the Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian and/or Noteholder or the Purchaser Certificateholder in respect of such claim. The Seller Indenture Trustee shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Servicer from amounts otherwise payable to the Certificateholders for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim Claim relates directly to the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. The Seller In addition to any indemnity required pursuant to Section 11.16 hereof, the Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold the Purchaser and its present and former directors, officers, employees and agents them harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that any of such parties the Depositor, the Securities Administrator or the Trustee may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach Master Servicer’s willful misfeasance, bad faith or negligence in the performance of a representation its duties hereunder or warranty set forth in Sections 3.01 or 3.02 by reason of its reckless disregard for its obligations and duties under this Agreement. The Seller hereunder Depositor, the Securities Administrator and the Trustee shall immediately notify the Purchaser Master Servicer if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans that such party believes entitles it to indemnification under this Section 9.09, assume (with the consent of the Purchaser) 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 the Purchaser them in respect of such claim. The Seller , the Master Servicer shall follow indemnify such party for such claim, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any written instructions received from the Purchaser other costs, liability, fees and expenses in connection with such claimtherewith. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 This indemnification shall survive termination the -termination of this Agreement and transfer the resignation or removal of the related servicing rights.Master Servicer. 221575 Sequoia 2007-2 Pooling and Servicing Agmt. 116

Indemnification; Third Party Claims. The Seller agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans covenants in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller An indemnifying party hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including reasonable and necessary counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Seller An indemnifying party hereunder shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller an indemnifying party hereunder 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller Servicer agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain related to the failure of the Servicer 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 way and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans covenants in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller An indemnifying party hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the reasonable consent of the Purchaser) 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 judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller an indemnifying party hereunder for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the material breach of a representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of either the SellerSeller or the Servicer. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. The Seller agrees to Servicer shall indemnify Lehman Brothers Bank, FSB, the Trust Fund, the Trustee and xxx Xaster Servicer and hold the Purchaser and its present and former directors, officers, employees and agents each of them harmless from 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 any of such parties may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Servicer immediately shall immediately notify Lehman Brothers Bank, FSB, the Purchaser Master Servicer and the Truxxxx xr any other relevant party if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the prior written consent of the Purchaserindemnified party, which consent shall not be unreasonably withheld or 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 the Purchaser any of such parties in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Trustee in connection with such claim. The Purchaser Servicer shall provide the 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 Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim is in any way relates to the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, Agreement or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsServicer.

Indemnification; Third Party Claims. The Seller Servicer agrees to indemnify the Owner and hold the Purchaser and its present and former directors, officers, employees and agents it harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Owner may sustain in any way related to the failure of the Seller Servicer to observe perform in any way its duties and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the and for breach of a any representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementthe Servicer contained herein. The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the consent of the PurchaserOwner and with counsel reasonably satisfactory to 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 the Purchaser Owner in respect of such claimclaim but failure to so notify the Owner shall not limit its obligations hereunder. The Seller Servicer agrees that it will not enter into any settlement of any such claim without the consent of the Owner. The Servicer shall follow any written instructions received from be entitled to reimbursement by the Purchaser Owner for all reasonable costs and expenses it incurs in connection with the assumption of the defense of any such claim. The Purchaser shall promptly reimburse claim except in the Seller for all amounts advanced by it pursuant event that such claim is subject to the two preceding sentences except when the claim relates to the failure of the Seller to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty indemnification set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct first sentence of the Sellerthis Section 8.01. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees to Company shall indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, and forfeitures, including, but not limited to reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company to observe and (a) perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreementany Reconstitution Agreement entered into pursuant to Section 7.01, and/or (b) comply with applicable law. The Seller hereunder Company immediately shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify Xxxxxx Xxx, Xxxxxxx Mac, or the trustee with respect to any claim made by a Mortgage Loanthird party with respect to any Reconstitution Agreement, assume (with the prior written consent of the 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 in the amount of $5,000 or less, which may be entered against it or the Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser promptly shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Company's indemnification pursuant to Section 3.03, or the failure of the Seller Company to (a) service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsand/or (b) comply with applicable law.

Indemnification; Third Party Claims. The Seller agrees to Servicer shall indemnify the respective Owner and hold the Purchaser and its present and former directors, officers, employees and agents it harmless from 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 any of such parties the Owner may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in which the Owner owns the beneficial interest, in strict compliance with the terms of this Agreement or as resulting from, a result breach of the breach of a representation or warranty set forth representations and warranties contained in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Servicer immediately shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the prior written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with such claim. The Purchaser Owner promptly shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Servicer's indemnification pursuant to Section 3.02, or the failure of the Seller Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. Luminent Mortgage Capital, Inc. shall indemnify and hold the Servicer and its officers, directors, successors and any permitted assigns harmless from, and shall reimburse each of them for, all losses, incurred by or asserted against any of such individuals or entities which result from any failure by any of the Seller Owners to perform its duties and their obligations pursuant in any material respect under any agreement with respect to this Agreementthe Mortgage Loan. Luminent Mortgage Capital, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of Inc.’s obligations under this Section 7.01 8.01 shall be without regard to qualification as to knowledge and shall survive any Reconstitution Date and the termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller Master Servicer agrees to indemnify the Depositor, the Sponsor, the Certificate Registrar, the Paying Agent and hold the Purchaser Trustee (and its present and former each of their respective directors, officers, 150 employees and agents agents) and hold each of them harmless from 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 the Depositor, the Sponsor, the Certificate Registrar, the Paying Agent or the Trustee may sustain arising out of or based upon (a) any material breach by the Master Servicer of any of such parties may sustain its obligations hereunder, including particularly its obligations to provide any 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 way related 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 the failure this Section 9.31, even if advised of the Seller to observe and perform its dutiespossibility of such damages, obligations(b) any material misstatement or omission on any information, covenantsdata, and agreements and to service or materials provided by the Mortgage Loans in compliance with Master Servicer, or (c) the terms of this Agreement negligence, bad faith or as a result willful misconduct of the breach of a representation or warranty set forth Master Servicer in Sections 3.01 or 3.02 of this Agreementconnection with its performance hereunder. The Seller hereunder Depositor, the Sponsor, the Certificate Registrar, the Paying Agent and the Trustee shall immediately notify the Purchaser Master Servicer if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume (with the consent of the 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 the Purchaser them in respect of such claim. The Seller shall follow any written instructions received from the Purchaser in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 This indemnification shall survive the termination of this Agreement and transfer or the termination of the related servicing rightsMaster Servicer as a party to this Agreement.

Indemnification; Third Party Claims. The Seller Servicer agrees to indemnify the Owner and hold the Purchaser and its present and former directors, officers, employees and agents it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Owner may sustain in any way related to the failure of the Seller Servicer to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement or as a result of Agreement. The Servicer agrees to indemnify the Owner 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 Owner may sustain in any way related to the breach of a representation or warranty set forth in Sections Section 3.01 or 3.02 of this Agreement. The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party against Servicer with respect to this Agreement or a the Mortgage LoanLoans, assume (with the consent of the PurchaserOwner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with such claim. The Purchaser Owner shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller Servicer to service and administer the Mortgage Loans Mortgages in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02Section 3.01, or the gross negligence, bad faith or willful misconduct of the SellerServicer. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees to indemnify and hold the Initial Purchaser and its any subsequent Purchaser, any successor servicer and their respective present and former directors, officers, employees and agents (each, an “Indemnified Party”) harmless from any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses (including, without limitation, any legal fees and expenses, judgments or expenses relating to such liability, claim, loss or damage) that any of such parties may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately notify Promptly after receipt by an Indemnified Party under this Section 4.01 of notice of the Purchaser commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made by a third against an indemnifying party with respect under this Section 4.01, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any Indemnified Party under this Agreement Section 4.01, except to the extent that it has been prejudiced in any material respect, or a Mortgage Loanfrom any liability which it may have, otherwise than under this Section 4.01. The indemnifying party shall assume (with the consent of the PurchaserIndemnified Party) the defense of any such claim and pay all expenses in connection therewith, including counsel attorney’s fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser Indemnified Party in respect of such claim. The Seller indemnifying party shall follow any written instructions received from the Purchaser Indemnified Party in connection with such claim. 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 Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 4.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller Each of the Company and the Servicer agrees to indemnify and hold the Purchaser and its present and former directors, officers, employees and agents hold it harmless from against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Seller Company or the Servicer to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result Agreement. Each of the Company and the Servicer 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 Purchaser may sustain in any way related to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Seller hereunder Each of the Company and the Servicer shall immediately notify the Purchaser if a claim is made by a third party against Company or Servicer with respect to this Agreement or a the Mortgage LoanLoans, assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Seller Company and the Servicer shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller Company and the Servicer for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Seller Servicer to service and administer the Mortgage Loans Mortgages in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of Company or the SellerServicer. The provisions of this Section 7.01 8.01 shall survive termination of this Agreement and transfer Agreement. Nothing herein shall be construed to impose any liability on either of the related servicing rightsCompany or the Servicer in the event it has, in good faith, complied with any instructions of Purchaser, which instructions are contrary to the terms and provisions of this agreement.

Indemnification; Third Party Claims. (a) The Seller Servicer agrees to indemnify and hold harmless the Purchaser and its present and former directors, officers, employees and agents harmless from Owner against any and all third-party claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, fees and expenses that any of such parties the Owner may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and Servicer to service the Mortgage Loans in compliance with the terms of this Agreement Agreement; provided, however, the Servicer shall not be liable hereunder with respect to (i) any action or as a result inaction resulting from the written direction or consent of the breach of a representation Owner, (ii) any action or warranty set forth in inaction resulting from the Owner's failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to Sections 3.01 2.17 or 3.02 of this Agreement4.2(c), or (iii) any action or inaction resulting from the Owner's failure to comply with Section 5.1(b) or Section 5.6. The Seller hereunder Servicer shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or a the Mortgage Loan, Loans that the Servicer determines in its good faith judgment will materially affect the Owner's interest in such Mortgage Loans. The Servicer shall assume (with the written consent of the PurchaserOwner) 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 the Purchaser Owner in respect of such claim. The Seller Servicer shall follow any written instructions received from the Purchaser Owner in connection with any such claim. The Purchaser Servicer shall promptly have the right to reimburse itself from the Seller Account for all amounts advanced expenses, advances and liabilities incurred by it pursuant to the two preceding sentences Servicer in respect of any such claim (whether or not the Servicer has assumed the defense thereof), except when the claim relates (x) is related to the Servicer's obligations to indemnify the Owner pursuant hereto, (y) results from the failure of the Seller Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, or (z) results from the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligenceServicer's willful misconduct, bad faith or willful misconduct of the Seller. The provisions of negligence in performing its duties under this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.

Indemnification; Third Party Claims. The Seller agrees to Company shall indemnify each Purchaser and hold the Purchaser and its present and former directors, officers, employees and agents it harmless from 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 any of such parties Purchaser may sustain in any way related to the failure of the Seller Company to observe and perform its duties, obligations, covenants, duties and agreements and to service the Mortgage Loans in strict compliance with the terms of this Agreement; provided, however, that such indemnification shall not include punitive, consequential, exemplary or special damages (other than punitive, consequential, exemplary and special damages required to be paid by the indemnified party under this Agreement to any Person (other than a party to this Agreement or as a result any of its affiliates) arising out of an action or proceeding by such Person, which damages shall be deemed to be direct damages to the breach of a representation party required to pay such punitive, consequential, exemplary or warranty set forth in Sections 3.01 or 3.02 of this Agreementincidental damages). The Seller hereunder Company immediately shall immediately notify the Purchaser Purchasers if a claim is made by a third party with respect to this Agreement or a the Mortgage LoanLoans, assume (with the prior written consent of the 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 the any Purchaser in respect of such claim. The Seller Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser Purchasers promptly shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the two preceding sentences sentence except when the claim relates is in any way related to the Company's indemnification pursuant to Section 3.03, or the failure of the Seller Company to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 8.01(a) shall survive termination of this Agreement and transfer of the related servicing rightsAgreement.