Common use of Indemnification; Third Party Claims Clause in Contracts

Indemnification; Third Party Claims. Each Seller shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costs, damages, expenses (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, injuries, liabilities or losses ("Losses") suffered or sustained in any way 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 such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage Loan and/or any REO Property (ii) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Party.

Indemnification; Third Party Claims. Each Seller The Servicer shall indemnify the Owner and hold it harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injuriesreasonable and necessary legal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments, and any other costs, fees and expenses that the Owner may sustain in any way 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 related to (i) a breach by such Seller the failure of any of the Servicer to perform its representations duties and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in strict compliance with the terms hereofof this Agreement or any Reconstitution Agreement entered into pursuant to Section 7.01. The applicable Seller Servicer immediately shall immediately (i) 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 Xxx, Xxxxxxx Mac, or the trustee with respect to any claim made by a third party with respect to any Reconstitution Agreement, any Mortgage Loan and/or any REO Property assume (iiwith the prior written consent of the Owner) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party Owner in respect of such claim. Nothing contained herein The Servicer shall prohibit follow any written instructions received from the Indemnified Party, at its expense, from retaining its own counsel Owner in connection with such claim. The Owner promptly shall reimburse the Servicer for all amounts advanced by it pursuant to assist the preceding sentence except when the claim is in any such proceedings way related to the Servicer's indemnification pursuant to Section 6.02, or the failure of the Servicer to observe such proceedings; provided 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 neither Seller shall be obligated the Servicer may sustain in any way related to pay the failure of the Owner to perform its duties in compliance with the terms of this Agreement or comply with any settlement Reconstitution Agreement entered into pursuant to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified PartySection 7.01.

Indemnification; Third Party Claims. Each Seller shall The Company agrees to indemnify the Purchaser and hold it harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way by any such Personrelated to the failure of the Company to observe and perform its duties, no matter how or when arising (including Losses incurred or sustained in connection with any judgmentobligations, awardcovenants, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure agreements to service the Mortgage Loans in strict compliance with the terms hereofof this Agreement. The applicable Seller 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 assertion based on or grounded upon, or resulting from any assertion based on, grounded upon or resulting from a breach or alleged breach of any of the representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Company shall immediately (i) notify the Purchaser if a claim is made by a third party against Company with respect to this AgreementAgreement or the Mortgage Loans, any Mortgage Loan and/or any REO Property assume (iiwith the consent of the Purchaser) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, whether or not such claim is settled prior to judgment, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein The Company shall prohibit follow any written instructions received from the Indemnified PartyPurchaser in connection with such claim. The Purchaser shall promptly reimburse the Company for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Company to service and administer the Mortgages in strict compliance with the terms of this Agreement, at its expensethe breach of representation or warranty set forth in Sections 3.01 or 3.02, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither Seller the negligence, bad faith or willful misconduct of Company. The provisions of this Section 8.01 shall be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partysurvive termination of this Agreement.

Indemnification; Third Party Claims. Each Seller shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "“Indemnified Party"”) from and against any costs, damages, expenses (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, injuries, liabilities or losses ("“Losses"”) suffered or sustained in any way 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 such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in strict compliance with the terms hereofhereof and in accordance with the standard of care in Section 9.03. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage 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 attorneys' ’ fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified PartyPurchaser, 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. All amounts required to be paid or reimbursed by a Seller hereunder The Servicer shall be paid or reimbursed as and from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyclaim in any way relates to the Servicer’s indemnification pursuant to this Section 9.01.

Indemnification; Third Party Claims. (1) . Each Seller and Servicer shall indemnify and hold harmless the Purchaser, its Purchaser and any Successor Servicer and each of their present and former directors, officers, agents, employees, Affiliates and 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 costs, damages, expenses (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, injuries, liabilities or losses ("Losses") suffered or sustained in any way by any such Person, no matter how or when arising (including Losses incurred or sustained in connection with any judgment, award, settlement or settlementrepurchase hereunder), in connection with or relating to the Seller's or Servicer's failure (i) a breach by such Seller to observe and perform any or all of any of its the Seller's or Servicer's duties, obligations, covenants, agreements, warranties or representations and warranties contained in Article III this Agreement or 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 such Seller the Trust of any the Trust's representations contained in Sections 3.01, 3.03(3) or 3.03(16) hereof. In the event of its covenants and other obligations contained herein including any failure a breach by the Trust of the Trust's representations in Section 3.01, 3.03(3) or 3.03(16), the Indemnified Party's sole right to service indemnification shall be from the Mortgage Loans in compliance with the terms hereofTrust. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this 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 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 attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party 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 Indemnified PartyPurchaser, 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. All amounts required The Seller agrees that it will not enter into any settlement of any such claim without the consent of the Purchaser. In addition to be paid 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 reimbursed by a Seller hereunder in equity, including, but not limited to, the right to seek damages. The Servicer shall be paid reimbursed from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when the claim in any way relates to the Servicer's indemnification pursuant to this Section 9.01. Notwithstanding anything to the contrary contained herein, in no event shall a termination of this Agreement or reimbursed as and when incurred by the Indemnified Party upon demand therefor by Servicer hereunder terminate any indemnification obligations of the Servicer or each Seller under this Agreement, which obligations shall survive any such Indemnified Partytermination.

Indemnification; Third Party Claims. Each Seller shall The Master Servicer agrees to indemnify the Depositor, the Sponsor, the Trustee and any NIMS Insurer and their respective officers, directors, agents and affiliates, and hold each of them harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, damageslosses, expenses (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)penalties, fines, forfeitures, injuriesreasonable legal fees and related costs, liabilities judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor, the Trustee or losses any NIMS Insurer may sustain arising out of or based upon ("Losses"a) suffered 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 sustained Section 9.26 or any information, data or materials required to be included in any way Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by any such Personthe Master Servicer, no matter how or when arising (including Losses incurred c) the negligence, bad faith or sustained willful misconduct of the Master Servicer in connection with any judgment, award, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereofperformance hereunder. The applicable Seller Depositor, the Sponsor, the Trustee and any NIMS Insurer shall immediately (i) notify the Purchaser Master Servicer if a claim is made by a third party with respect to this AgreementAgreement or the Mortgage Loans entitling the Depositor, the Sponsor, the Trustee or any Mortgage Loan and/or any REO Property (ii) NIMS Insurer to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party them in respect of such claim. Nothing contained herein This indemnification shall prohibit survive the Indemnified Party, at its expense, from retaining its own counsel termination of this Agreement or the termination of the Master Servicer as a party 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partythis Agreement.

Indemnification; Third Party Claims. Each Seller shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "“Indemnified Party"”) from and against any costs, damages, expenses (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, injuries, liabilities or losses ("“Losses"”) suffered or sustained in any way 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 such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereofhereof and in accordance with the standard of care in Section 9.03. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage 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 attorneys' ’ fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified PartyPurchaser, 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. All amounts required to be paid or reimbursed by a Seller hereunder The Servicer shall be paid or reimbursed as and from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyclaim in any way relates to the Servicer’s indemnification pursuant to this Section 9.01.

Indemnification; Third Party Claims. Each The Seller shall agrees to indemnify the Purchaser and hold it harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way by any such Personrelated to the failure of the Seller to observe and perform its duties, no matter how or when arising (including Losses incurred or sustained in connection with any judgmentobligations, awardcovenants, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure agreements to service the Mortgage Loans in strict compliance with the terms hereofof 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 applicable 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 shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this AgreementAgreement or the Mortgage Loans, any Mortgage Loan and/or any REO Property assume (iiwith the prior written consent of the Purchaser) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither The Seller shall be obligated 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 pay the two preceding sentences except when the claim relates to the failure of the Seller to service and administer the Mortgages in strict compliance with the terms of this Agreement, the breach of representation or comply with any settlement to which it has not consentedwarranty set forth in Sections 3.01 or 3.02, or the negligence, bad faith or willful misconduct of Seller. All amounts required to be paid or reimbursed by a Seller hereunder The provisions of this Section 8.01 shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partysurvive termination of this Agreement.

Indemnification; Third Party Claims. Each Seller The Servicer shall indemnify and hold harmless the PurchaserOwner, its directors, officers, agents, employees, and assignees (each, an "“Owner Indemnified Party"”) from and against any costs, damages, expenses (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, injuries, liabilities or losses ("“Losses"”) suffered or sustained in any way 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 such Seller Servicer of any of its representations and warranties contained in Article III or (ii) a breach by such Seller Servicer of any of its covenants and other obligations contained herein (including any failure to service the Mortgage Loans in compliance with the terms hereof); provided, however, that Servicer shall not indemnify Owner for any and all Losses for which Owner is required to indemnify Servicer hereunder. The Owner shall indemnify and hold the Servicer, its directors, officers, agents, employees and assignees (each, a “Servicer Indemnified Party”) harmless from and shall reimburse the Servicer for any Losses suffered or sustained in any way by the Servicer, no matter how or when arising (including in connection with any judgment, award, or settlement), in connection with or relating to (directly or indirectly, in whole or in part): (i) a breach by the Owner of any of its representations, warranties and covenants under this Agreement, included, without limitation, any representation, warranty and/or covenant with respect to High Cost Loans or Mortgage Loans subject to HOEPA; (ii) any limitation on the liability of the Servicer pursuant to Section 8.02 hereof; (iii) Servicer’s compliance with the instructions of Owner or Servicer taking and initiating any legal actions with respect to any Mortgage Loans and Mortgaged Properties on behalf of the Owner in the name of Servicer or an affiliate thereof (in each case, unless such action or omission is taken with a standard of care in contravention of any standard of care required under the Agreement and such contravention is the proximate cause of the Loss); (iv) any actions or omissions of any former servicer, owner, sub-servicer or originator of a Mortgage Loan or Mortgaged Property (or acts or omissions of any other person or entity) prior to the service transfer date, including without limitation, any data integrity issue (and any related costs of correcting such issues; provided, however, should Servicer have actual knowledge of any data integrity error which is likely to materially affect the servicing of any Mortgage Loan in any of the loan portfolios being serviced under this Agreement, Servicer will take reasonable efforts to correct the error; (v) for a period of one year after the applicable Seller Effective Date, the perpetuation by Servicer of the acts or omissions of prior servicers; unless Servicer knew or reasonably should have known consistent with Customary Servicing Procedures that such acts or omissions violate Applicable Requirements or the requirements of Servicer under this Agreement; (vi) any outstanding Servicing Advance or P&I Advance as to which Servicer is not reimbursed in accordance with Article IV hereof; (vii) Owner and/or any prior servicer’s failure to comply with Servicer’s Transfer Instructions; or (viii) the refusal of Owner or any trustee or custodian in possession of an original Mortgage loan Document to provide Servicer the originals of any Mortgage Loan Documents within a reasonable amount of time after a request for such documents has been received in order to allow Servicer sufficient time to process satisfaction, payoffs and releases. Notwithstanding the foregoing, Owner shall not indemnify Servicer for any Losses for which Servicer is required to indemnify Owner hereunder. The Owner or Servicer required to indemnify under this Section 8.01 (the “Indemnitor”) shall immediately (i) notify the Purchaser Owner or Servicer Indemnified Party if a claim is made by a third party with respect to this Agreement, any Mortgage Loan and/or any REO Property Property, (ii) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' ’ fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit the Owner Indemnified Party or Servicer Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither Seller party shall be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller the Indemnitor hereunder shall be paid or reimbursed as and when incurred by the Owner or Servicer Indemnified Party, upon demand therefore by such Owner Indemnified Party upon demand therefor by such or Servicer Indemnified Party.

Indemnification; Third Party Claims. Each Seller and Servicer, as applicable, shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "“Indemnified Party"”) from and against any costs, damages, expenses (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, injuries, liabilities or losses ("Losses") Losses suffered or sustained in any way 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 such Seller or Servicer, as the case may be, of any of its representations and warranties contained in Article III or (ii) a breach by such Seller or Servicer, as the case may be, of any of its covenants and other obligations contained herein including including, in the case of the Servicer, any failure to service the Mortgage Loans in compliance with the terms hereofhereof and in accordance with the standard of care in Section 9.03. The applicable Seller 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, any Mortgage 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 attorneys' ’ fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified PartyPurchaser, 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. All amounts required The Servicer shall provide the Purchaser with a written report of all expenses and advances incurred by it pursuant to be paid or reimbursed by a Seller hereunder this Section 9.01, and Servicer shall be paid or reimbursed as from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when the claim in any way relates to the Servicer's failure to service the Mortgage Loans in compliance with the terms hereof and when incurred by in accordance with the Indemnified Party upon demand therefor by such Indemnified Partystandard of care in Section 9.03.

Indemnification; Third Party Claims. Each Seller (a) The Servicer shall indemnify the Transferor, the Owner Trustee, the Issuer, the Grantor Trust, the Depositor, the Grantor Trustee and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees Indenture Trustee (each, each an "Indemnified Party") from and hold harmless each of them against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injuriesreasonable legal fees and related costs, liabilities judgments, and other costs and expenses resulting from any claim, demand, defense or losses ("Losses") suffered assertion based on or sustained grounded upon, or resulting from, a breach of any of the Servicer's representations and warranties and covenants contained in this Agreement or in any way 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 such Seller the failure of any of the Servicer to perform its representations duties and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Home Loans in compliance with the terms hereof. of this Agreement; provided, however, that if the Servicer is not liable pursuant to the provisions of Section 9.01(d) hereof for its failure to perform its duties and service the Home Loans in compliance with the terms of this Agreement, then the provisions of this Section 9.01 shall have no force and effect with respect to such failure. (b) The applicable Seller Transferor, the Depositor, the Grantor Trustee, the Owner Trustee or the Indenture Trustee, as the case may be, shall immediately (i) promptly notify the Purchaser Servicer if a claim is made by a third party with respect to a breach of any of the Servicer's representations and warranties and covenants contained in this Agreement or in any way relating to the failure of the Servicer to perform its duties and service the Home Loans in compliance with the terms of this Agreement. The Servicer shall promptly notify the Indenture Trustee, the Grantor Trustee, the Owner Trustee and the Depositor of any Mortgage Loan and/or claim of which it has been notified pursuant to this Section 9.01 by a Person other than the Depositor, and, in any REO Property event, shall promptly notify the Depositor of its intended course of action with respect to any claim. (iic) The Servicer shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim and pay all expenses in connection therewith, including attorneys' feesreasonable cooperation with, and (iii) promptly paywith the reasonable cooperation of, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining . The Indemnified Party will have the right to employ its own counsel to assist in any such proceedings or action in addition to observe the counsel of the Servicer, but the fees and expenses of such proceedings; provided that neither Seller shall counsel will be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred at the expense of such Indemnified Party, unless (i) the employment of counsel by the Indemnified Party upon demand at its expense has been authorized in writing by the Servicer, (ii) the Servicer has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Servicer and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be one or more legal defenses available to them which are different from or additional to those available to the Servicer. The Servicer shall not be liable for any settlement of any such claim or action unless the Servicer shall have consented thereto or be in default on its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section 9.01 shall relieve the Servicer of liability only if such failure is materially prejudicial to the position of the Servicer and then only to the extent of such prejudice. (d) None of the Transferor, the Depositor, the Servicer or any of the directors, officers, employees or agents of the Transferor, the Depositor or the Servicer, or members or Affiliates of the Depositor shall be under any liability to the Issuer or the Securityholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Transferor, the Depositor, the Servicer or any such person against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any specific liability imposed on the Transferor, the Depositor or the Servicer herein, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the duties of the Servicer, the Depositor or the Transferor, as the case may be, or by reason of reckless disregard of the obligations and duties of the Servicer, the Depositor or the Transferor, as the case may be, hereunder. The Transferor, the Depositor, the Servicer and any director, officer, employee or agent of the Transferor, the Depositor or the Servicer, or any member or Affiliate of the Depositor may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (e) The Servicer, the Transferor and the Depositor and any director, officer, employee or agent of the Servicer, the Transferor or the Depositor shall be indemnified by the Issuer and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Securities, other than any loss, liability or expense related to any specific Home Loan or Home Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Except as otherwise provided herein, none of the Transferor, the Depositor or the Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not related to its respective duties under this Agreement; provided, however, that, except as otherwise provided herein, any of the Transferor, the Depositor or the Servicer may, with the prior consent of the Indenture Trustee, in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuer, and the Transferor, the Depositor and the Servicer shall be entitled to be reimbursed therefor by such Indemnified Partyout of the Collection Account.

Indemnification; Third Party Claims. Each (a) The Seller shall indemnify the Purchaser and hold it harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injuriesreasonable and necessary legal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way 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 related to (i) a breach by such the failure of the Seller of any of to perform its representations duties and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in strict compliance with the terms hereofof this Agreement or any Reconstitution Agreement entered into pursuant to Section 8.01. The applicable Seller shall immediately (i) 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 third party with respect to any Reconstitution Agreement, any Mortgage Loan and/or any REO Property assume (iiwith the prior written consent of the Purchaser) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party Purchaser in respect of such claim and follow any written instructions received from the Purchaser in connection with such claim. Nothing contained herein 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 prohibit reimburse the Indemnified Party, at its expense, from retaining its own counsel Seller for all amounts advanced by it pursuant to assist the preceding sentence except when the claim 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 event a dispute arises between the Seller and the Purchaser with respect to any of the rights and obligations of the parties pursuant to this Agreement, and such proceedings dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the losing party shall indemnify and reimburse the winning party for all attorney’s fees and other costs and expenses related to observe such proceedings; provided that neither the adjudication of said dispute. The obligations of the Seller arising under this Section shall survive any sale, assignment, resignation or termination of the Seller, or the termination of this Agreement. (b) The Seller shall be obligated to pay indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person responsible for the preparation, execution or comply with filing of any settlement to which it has not consented. All amounts report required to be paid filed with the Commission with respect to such Securitization Transaction, or reimbursed for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided under this Agreement by or on behalf of the Seller, or provided under this Agreement by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the “Seller Information”), or (2) the omission or alleged omission to state in the Seller Information a material fact required to be stated in the Seller hereunder Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2) of this paragraph shall be paid construed solely by reference to the Seller Information and not to any other information communicated in connection with a sale or reimbursed purchase of securities, without regard to whether the Seller Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Seller, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any failure by the Seller to identify pursuant to Section 7.08(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Seller of a representation or warranty set forth in Section 4.01(B)(i) or in a writing furnished pursuant to Section 4.01(B)(ii) and when made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Section 4.01(B)(ii) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (B) of this Section 8.04(b), the Seller shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the Indemnified information, report, certification, accountants’ letter or other material not delivered as required by the Seller, any Subservicer, any Subcontractor or any Third-Party upon demand therefor by such Indemnified PartyOriginator.

Indemnification; Third Party Claims. Each Seller The Company shall indemnify each Purchaser and hold it harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injuriesreasonable and necessary legal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments, and any other costs, fees and expenses that any Purchaser may sustain in any way 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 related to (i) a breach by such Seller the failure of any of the Company to perform its representations duties and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in strict compliance with the terms hereofof 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 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 party required to pay such punitive, consequential, exemplary or incidental damages). The applicable Seller Company immediately shall immediately (i) notify the Purchaser Purchasers if a claim is made by a third party with respect to this AgreementAgreement or the Mortgage Loans, any Mortgage Loan and/or any REO Property assume (iiwith the prior written consent of the Purchaser) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party any Purchaser in respect of such claim. Nothing contained herein The Company shall prohibit follow any written instructions received from the Indemnified Party, at its expense, from retaining its own counsel Purchaser in connection with such claim. The Purchasers promptly shall reimburse the Company for all amounts advanced by it pursuant to assist the preceding sentence except when the claim is in any such proceedings way related to the Company's indemnification pursuant to Section 3.03, or the failure of the Company to observe such proceedings; provided that neither Seller service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The provisions of this Section 8.01 shall be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partysurvive termination of this Agreement.

Indemnification; Third Party Claims. Each Seller and Servicer shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "“Indemnified Party"”) from and against any costs, damages, expenses (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, injuries, liabilities or losses ("“Losses"”) suffered or sustained in any way 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 such either Seller of any of its representations and warranties contained in Article III or (ii) a breach by such either Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof and in accordance with the standard of 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 breach by the Trust of the Trust’s representations in Section 3.01, 3.03(3) or 3.03(16), the Indemnified Party’s sole right to indemnification shall be from the Trust. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage 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 attorneys' ’ fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified PartyPurchaser, 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. All amounts required to be paid or reimbursed by a Seller hereunder The Servicer shall be paid or reimbursed as and from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyclaim in any way relates to the Servicer’s indemnification pursuant to this Section 9.01.

Indemnification; Third Party Claims. Each Seller Notwithstanding any limitation in this Contract, each of NFP and Children’s Trust (each, an “Indemnifying Party”) shall defend and indemnify each other Party and hold harmless the Purchaser, its directors, such Party’s respective officers, agents, employees, and assignees employees (each, an "“Indemnified Party"”) from against all suits or claims of any nature (and against any all damages, settlement payments, attorneys’ fees, costs, damagesexpenses, expenses losses or liabilities attributable thereto) (including reasonable attorneys' fees and costscollectively, irrespective of whether or not incurred in connection with the defense of “Losses”) by any actual or threatened action, proceedingthird party that arises out of, or claim), fines, forfeitures, injuries, liabilities or losses ("Losses") suffered or sustained results in any way by from, any such Persondefect in services provided hereunder or from any act or omission of Indemnifying Party, no matter how or when arising (including Losses incurred or sustained in connection with any judgmentits subcontractors, awardemployees, workmen, servants, or settlement)agents, in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party than with respect to this Agreement, any Mortgage Loan and/or any REO Property (ii) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor Losses caused by such Indemnified Party’s material breach of this Agreement, negligence, or intentional misconduct. The applicable Indemnifying Party shall be given written notice of any suit or claim. The applicable Indemnifying Party shall be allowed to defend such claim so long as such defense is diligently and capably prosecuted through legal counsel. The applicable Indemnifying Party shall be allowed to settle any such suit or claim so long as (i) all settlement payments are made by (and any deferred settlement payments are the sole liability of) such Indemnifying Party, and (ii) the settlement imposes no non-monetary obligation upon any other Party, without such Party’s express consent. No Indemnifying Party shall admit liability or agree to a settlement or other disposition of the suit or claim, in whole or in part, without prior written consent of the other Parties. Each Party shall reasonably cooperate with Indemnifying Party in its defense of such suit or claim. The obligations of this paragraph shall survive termination of this Contract.

Indemnification; Third Party Claims. Each Seller shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costs, damages, expenses (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, injuries, liabilities or losses ("Losses") suffered or sustained in any way 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 such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereofhereof and in accordance with the standard of care in Section 9.03. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage 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 attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified PartyPurchaser, 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. All amounts required to be paid or reimbursed by a Seller hereunder The Servicer shall be paid or reimbursed as and from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyclaim in any way relates to the Servicer's indemnification pursuant to this Section 9.01.

Indemnification; Third Party Claims. Each Seller shall The Servicer agrees to indemnify the Purchaser and hold it harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way by any such Personrelated to the failure of the Servicer to observe and perform its duties, no matter how or when arising (including Losses incurred or sustained in connection with any judgmentobligations, awardcovenants, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure agreements to service the Mortgage Loans in strict compliance with the terms hereofof this Agreement. The applicable 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, 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 3.02 or 3.03 of this Agreement. An indemnifying party hereunder shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this AgreementAgreement or a Mortgage Loan, any Mortgage Loan and/or any REO Property assume (iiwith the consent of the Purchaser, which consent shall not be unreasonably withheld) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, 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. All amounts required to be paid or reimbursed by a Seller An indemnifying party hereunder shall be paid follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse an indemnifying party hereunder for all amounts advanced by it pursuant to the two preceding sentences except when the claim results from, relates to, or reimbursed as arises out of any liability, obligation, act or omission of the Servicer, including but not limited to the Servicer's or Seller's indemnification obligation pursuant to this Section 8.01, the Servicer's the failure of the Servicer to service and when incurred by administer the Indemnified Party upon demand therefor by such Indemnified PartyMortgage Loans in compliance with the terms of this Agreement, the failure of the Seller or Servicer to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.02 or 3.03, or the negligence, bad faith or willful misconduct of either the Seller or the Servicer. The provisions of this Section 8.01 shall survive termination of this Agreement and transfer of the servicing rights.

Indemnification; Third Party Claims. Each Seller (a) The Servicer shall indemnify and hold harmless the PurchaserOwner (including any prior Owner), its present and former directors, officers, agents, employees, employees and assignees (each, an "“Indemnified Party"”) from and against any costsand all third party claims, losses, penalties, damages, expenses (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, injurieslegal fees and related costs, liabilities or losses judgments and any other costs, fees and expenses that the Indemnified Party may sustain ("Losses"for avoidance of doubt, including those resulting in amounts payable by such Indemnified Party to any third party, including affiliates of such Indemnified Party) suffered or sustained in any way 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 related to (i) a breach by such Seller the failure of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure the Servicer to service the Mortgage Loans in compliance with the terms hereof. The applicable Seller of this Agreement; provided, however, the Servicer shall immediately not be liable hereunder with respect to (i) any action or 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 Servicer pursuant to Sections 2.18 or 4.2(c), or (iii) any action or inaction resulting from an Indemnified Party’s failure to comply with Section 5.1(b) or Section 5.6. The Servicer shall notify the Purchaser Indemnified Party if a claim is made by a third party with respect to this Agreement, any Agreement or the Mortgage Loan and/or any REO Property 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 (iiwith the written consent of the Indemnified Party) assume the defense of any such claim and and, subject to the last sentence of this paragraph, pay all reasonable expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it the Servicer or the Indemnified Party in respect of such claim. Nothing contained herein The Servicer shall prohibit follow any written instructions received from the Indemnified Party, at its expense, from retaining its own counsel to assist Party in connection with any such proceedings or claim. The Servicer shall have the right to observe such proceedings; provided that neither Seller shall be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as reimburse itself from the Account for all expenses, advances and when liabilities incurred by the Servicer in respect of any such claim (whether or not the Servicer has assumed the defense thereof), except when the claim (x) is related to the Servicer’s obligations to indemnify the Indemnified Party upon demand therefor by pursuant hereto, (y) results from the failure of the Servicer to service the Mortgage Loans in compliance with the terms of this Agreement, or (z) results from the Servicer’s willful misconduct, bad faith or negligence in performing its duties under this Agreement. (b) With respect to any Mortgage Loan, if the Owner records or causes to be recorded the related Assignment of Mortgage designating the Owner as the holder of record of the Mortgage in the appropriate public recording office of the jurisdiction in which the related Mortgaged Property is located, and the Owner, in its capacity as the holder of record, receives written notice of any action with respect to the related Mortgage or Mortgaged Property, the Owner shall promptly send a copy of such Indemnified Partynotice to the Servicer in accordance with Section 9.8. The Servicer shall have no liability to the Owner for claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, or any other costs or expenses, that result from the Owner’s failure to comply with the provisions set forth in this paragraph.

Indemnification; Third Party Claims. Each Seller shall indemnify (a) The Servicer agrees to indemnify, defend, and hold the Indenture Trustee (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the SBA and each Noteholder, Certificateholder and any Hedge Counterparty harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, damageslosses, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities judgments, and any other costs, fees and expenses that the Indenture Trustee (as such or losses in its individual capacity), the Owner Trustee ("Losses") suffered as such or sustained in its individual capacity), the SBA, and any Noteholder, Certificateholder or Hedge Counterparty may sustain in any way 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 related to (i) a breach by such Seller the failure of any of the Servicer to perform its representations duties and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage SBA Loans in compliance with the terms hereofof this Agreement. The applicable Servicer shall immediately notify the Indenture Trustee, the Owner Trustee and the SBA if a claim is made by any party with respect to this Agreement, and the Servicer shall assume (with the consent of the indemnified party) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Indenture Trustee (as such or in its individual capacity), the Owner Trustee (as such or in its individual capacity), the SBA, and/or a Noteholder, Certificateholder or Hedge Counterparty in respect of such claim. (b) The Seller agrees to indemnify, defend, and hold the Indenture Trustee (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the SBA and each Noteholder, Certificateholder and any Hedge Counterparty harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indenture Trustee (as such or in its individual capacity), the Owner Trustee (as such or in its individual capacity), the SBA and any Noteholder, Certificateholder or Hedge Counterparty may sustain in any way related to the failure of the Seller to perform its duties in compliance with the terms of this Agreement and in the best interests of the SBA, the Noteholders, the Certificateholders and any Hedge Counterparty. The Seller shall immediately (i) notify the Purchaser Indenture Trustee, the Owner Trustee and the SBA, if a claim is made by a third party with respect to this Agreement, any Mortgage Loan and/or any REO Property and the Seller shall assume (iiwith the consent of the indemnified party) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' reasonable counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it the Servicer, the Seller, the Indenture Trustee (as such or in its individual capacity), the Indemnified Party Owner Trustee (as such or in its individual capacity), the SBA and/or a Noteholder, Certificateholder or Hedge Counterparty in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Party.

Indemnification; Third Party Claims. Each Seller The Servicer shall indemnify the Owner and hold it harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injuriesreasonable and necessary legal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments, and any other costs, fees and expenses that the Owner may sustain in any way 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 related to (i) a breach by such Seller the failure of any of the Servicer to perform its representations duties and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in strict compliance with the terms hereofof this Agreement or any Reconstitution Agreement entered into pursuant to Section 7.01. The applicable Seller Servicer immediately shall immediately (i) 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 third party with respect to any Reconstitution Agreement, any Mortgage Loan and/or any REO Property assume (iiwith the prior written consent of the Owner) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party Owner in respect of such claim. Nothing contained herein The Servicer shall prohibit follow any written instructions received from the Indemnified Party, at its expense, from retaining its own counsel Owner in connection with such claim. The Owner promptly shall reimburse the Servicer for all amounts advanced by it pursuant to assist the preceding sentence except when the claim is in any such proceedings way related to the Servicer's indemnification pursuant to Section 6.02, or the failure of the Servicer to observe such proceedings; provided 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 neither Seller shall be obligated the Servicer may sustain in any way related to pay the failure of the Owner to perform its duties in compliance with the terms of this Agreement or comply with any settlement Reconstitution Agreement entered into pursuant to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified PartySection 7.01.

Indemnification; Third Party Claims. Each Seller shall The Seller/Servicer agrees to indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and Purchaser against any costsand all actual claims, damageslosses, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities or losses ("Losses") suffered or sustained in judgments, and any way 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 other related costs and expenses that the Purchaser may sustain due to (i) a breach by such Seller the failure of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure the Seller/Servicer to service the Mortgage Loans in material compliance with the terms hereofof this Agreement. If the Purchaser 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 applicable Seller Seller/Servicer shall immediately (i) notify be responsible to conduct such defense through counsel reasonably satisfactory to the Purchaser if a claim provided, however, that the Purchaser is made by a third party with respect permitted to this Agreement, any Mortgage Loan and/or any REO Property (ii) assume 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 attorneys' fees, and (iii) promptly pay, discharge and satisfy with any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit If the Indemnified PartySeller/Servicer fails to assume the defense of an action within twenty (20) days after receiving notice, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither Seller then the Seller/Servicer shall be obligated bound by any determination made in the action or by any compromise or settlement the Purchaser may effect. The Purchaser agrees to pay or comply with use reasonable efforts to mitigate any settlement claims tendered to which it has not consentedthe Seller/Servicer. All amounts required The Purchaser shall assign to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred the Seller/Servicer all of its claims for recovery against third parties for any indemnification provided by the Indemnified Party upon demand therefor by Seller/Servicer, whether such Indemnified Partyclaims arise pursuant to insurance coverage, contribution, subrogation or otherwise.

Indemnification; Third Party Claims. Each Seller shall (a) The Servicer agrees to indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and Owner against any costsand all third party claims, damageslosses, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments and any other costs, fees and expenses that the Owner may sustain in any way 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 related to (i) a breach by such Seller the failure of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure the Servicer to service the Mortgage Loans in compliance with the terms hereof. The applicable Seller of this Agreement; provided, however, the Servicer shall immediately not be liable hereunder with respect to (i) any action or inaction resulting from the written direction or consent of the Owner, (ii) any action or inaction resulting from the Owner’s failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to Sections 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) or Section 5.6. The Servicer shall notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement, any Agreement or the Mortgage Loan and/or any REO Property 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 (iiwith the written consent of the Owner) assume the defense of any such claim and and, subject to the last sentence of this paragraph, pay all reasonable expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it the Servicer or the Indemnified Party Owner in respect of such claim. Nothing contained herein The Servicer shall prohibit follow any written instructions received from the Indemnified Party, at its expense, from retaining its own counsel to assist Owner in connection with any such proceedings or claim. The Servicer shall have the right to observe such proceedings; provided that neither Seller shall be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as reimburse itself from the Account for all expenses, advances and when liabilities incurred by the Indemnified Party upon demand therefor by Servicer in respect of any such Indemnified Partyclaim (whether or not the Servicer has assumed the defense thereof), except when the claim (x) is related to the Servicer’s obligations to indemnify the Owner pursuant hereto, (y) results from the failure of the Servicer to service the Mortgage Loans in compliance with the terms of this Agreement, or (z) results from the Servicer’s willful misconduct, bad faith or negligence in performing its duties under this Agreement. (b) With respect to any Mortgage Loan, if the Owner records or causes to be recorded the related Assignment of Mortgage designating the Owner as the holder of record of the Mortgage in the appropriate public recording office of the jurisdiction in which the related Mortgaged Property is located, and the Owner, in its capacity as the holder of record, receives written notice of any action with respect to the related Mortgage or Mortgaged Property, the Owner shall promptly send a copy of such notice to the Servicer in accordance with Section 9.8. The Servicer shall have no liability to the Owner for claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, or any other costs or expenses, that result from the Owner’s failure to comply with the provisions set forth in this paragraph.

Indemnification; Third Party Claims. Each Seller (a) The 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 harmless each of them against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from a breach of any of the Servicer’s representations and warranties and covenants contained in this Agreement or in any way relating to the failure of the Servicer to perform its duties and service the Transferred Loans in compliance with the terms of this Agreement except to the extent such loss arises out of such Servicer Indemnified Party’s fraud, gross negligence or willful misconduct; provided, however, that if the Servicer is not liable pursuant to the provisions of Section 8.01(b) hereof for its failure to perform its duties and service the Transferred Loans in compliance with the terms of this Agreement, then the 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 non-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 Section 3.03 hereto if the effect of such indemnity would be to provide credit recourse to the Originator for the performance of the Transferred Loans. (b) None of the Originator or the Servicer or any of their respective Affiliates, directors, officers, employees or agents shall be under any liability to the Borrower, for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Originator, the Servicer or any of their respective Affiliates, directors, officers, employees, agents against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any expense or liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of the respective duties of the Servicer or the Originator, as the case may be. The Originator, the Servicer and any of their respective Affiliates, directors, officers, employees, agents may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (c) The Originator agrees to indemnify and hold harmless the PurchaserBorrower, its directorsthe Collateral Custodian, and any Successor Servicer, their respective officers, agentsdirectors, employees, agents and assignees “control persons,” as such term is used under the Securities Act and under the Exchange Act (each, each an "“Originator Indemnified Party") ,” and together with the Servicer Indemnified Parties, the “Indemnified Parties”), from and against any costsloss, damagesliability, expenses (expense, damage, claim or injury arising out of any breach of any representation, warranty or covenant of the Originator, the Servicer or their Affiliates, in any Loan Document, including, without limitation, by reason of any acts, omissions, or alleged acts or omissions arising out of activities of the Originator, the Servicer or their Affiliates, including reasonable and documented attorneys' ’ fees and costs, irrespective of whether other costs or not expenses incurred in connection with the defense of any actual or threatened action, proceeding, proceeding or claim; provided that the Originator shall not indemnify an Originator Indemnified Party to the extent such loss, liability, expense, damage or injury is due to either an Originator Indemnified Party’s willful misconduct, bad faith, fraud or gross negligence or by reason of an Originator Indemnified Party’s reckless disregard of its obligations hereunder; provided, further, that the Originator shall not be so required to indemnify an Originator Indemnified Party or to otherwise be liable to an Originator Indemnified Party for any losses to the extent such losses have the effect of recourse for non-payment of a Transferred Loan due to any Obligor’s bankruptcy, insolvency, lack of creditworthiness or financial inability to pay. The provisions of this indemnity shall run directly to and be enforceable by an Originator Indemnified Party subject to the limitations hereof. (d) With respect to a claim subject to indemnity hereunder made by any Person against an Indemnified Party (a “Third Party Claim”), finessuch Indemnified Party shall notify the related indemnifying parties (each an “Indemnifying Party”) in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the Indemnifying Parties shall have previously obtained actual knowledge thereof. Thereafter, forfeituresthe Indemnified Party shall deliver to the Indemnifying Parties, injurieswithin a reasonable time after the Indemnified Party’s receipt thereof, liabilities or losses ("Losses") suffered or sustained in any way by any such Person, no matter how or when arising copies of all notices and documents (including Losses incurred or sustained in connection with any judgment, award, or settlement), in connection with or court papers) received by the Indemnified Party relating to the Third Party Claim. No failure to give such notice or deliver such documents shall affect the rights to indemnity hereunder. Each Indemnifying Party shall promptly notify the Agent and the Indemnified Party (iif other than the Agent) a breach by such Seller of any claim of which it has been notified and shall promptly notify the Agent and the Indemnified Party (if applicable) of its representations and warranties contained in Article III or (ii) a breach by such Seller intended course of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party action with respect to this Agreementany claim. (e) If a Third Party Claim is made against an Indemnified Party, while maintaining control over its own defense, the Indemnified Party shall cooperate and consult fully with the Indemnifying Party in preparing such defense, and the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of such terms and the Indemnifying Party will promptly reimburse the Indemnified Party upon written request; provided, however, that the Indemnified Party may not settle any Mortgage Loan and/or any REO Property (ii) claim or litigation without the consent of the Indemnifying Party; provided, further, that the Indemnifying Party shall have the right to reject the selection of counsel by the Indemnified Party if the Indemnifying Party reasonably determines that such counsel is inappropriate in light of the nature of the claim or litigation and shall have the right to assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree litigation if the Indemnifying Party determines that may be entered against it or the Indemnified Party in respect manner of defense of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings claim 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partylitigation is unreasonable.

Indemnification; Third Party Claims. Each Seller shall The Master Servicer agrees to indemnify the Depositor, the Sponsor, the Trustee and hold harmless the Purchaserany NIMS Insurer and their respective officers, its directors, officers, agents, employeesemployees and affiliates, and assignees (each, an "Indemnified Party") from and hold each of them harmless against any costsand all claims, damageslosses, expenses (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)penalties, fines, forfeitures, injuriesreasonable legal fees and related costs, liabilities judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor, the Trustee or losses any NIMS Insurer may sustain arising out of or based upon ("Losses"a) suffered 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 sustained Section 9.26 or any information, data or materials required to be included in any way Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by any such Personthe Master Servicer, no matter how or when arising (including Losses incurred c) the negligence, bad faith or sustained willful misconduct of the Master Servicer in connection with any judgment, award, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereofperformance hereunder. The applicable Seller Depositor, the Sponsor, the Trustee and any NIMS Insurer shall immediately (i) notify the Purchaser Master Servicer if a claim is made by a third party with respect to this AgreementAgreement or the Mortgage Loans entitling the Depositor, the Sponsor, the Trustee or any Mortgage Loan and/or any REO Property (ii) NIMS Insurer to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party them in respect of such claim. Nothing contained herein This indemnification shall prohibit survive the Indemnified Party, at its expense, from retaining its own counsel termination of this Agreement or the termination of the Master Servicer as a party 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partythis Agreement.

Indemnification; Third Party Claims. Each Seller shall and Servicer shall, jointly and severally, indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costs, damages, expenses (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, injuries, liabilities or losses ("Losses") suffered or sustained in any way 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 such either Seller of any of its representations and warranties contained in Article III or (ii) a breach by such either Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof and in accordance with the standard of 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 breach by the Trust of the Trust's representations in Section 3.01, 3.03(3) or 3.03(16), the Indemnified Party's sole right to indemnification shall be from the Trust. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage 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 attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified PartyPurchaser, 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. All amounts required to be paid or reimbursed by a Seller hereunder The Servicer shall be paid or reimbursed as and from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyclaim in any way relates to the Servicer's indemnification pursuant to this Section 9.01.

Indemnification; Third Party Claims. (a) Each Seller 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 harmless each of them against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of any of the Servicer’s representations and warranties and covenants contained in this Agreement or in any way relating to the failure of the Servicer to perform its duties and service the Transferred Notes Receivable in compliance with the terms of this Agreement except to the extent such loss arises out of such Servicer Indemnified Party’s fraud, gross negligence or willful misconduct; provided, however, that if the Servicer is not liable pursuant to the provisions of Section 8.01(b) hereof for its failure to perform its duties and service the Transferred Notes Receivable in compliance with the terms of this Agreement, then the 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 non-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. (b) None of the Originator, the Servicer the Sub-Servicer or any of their respective Affiliates, directors, officers, employees or agents shall be under any liability to the Collateral Custodian, the Backup Servicer, the Buyer, the Agent or any member of the Lender Group for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Originator, the Servicer, the Sub-Servicer or any of their respective Affiliates, directors, officers, employees, agents against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any expense or liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of the respective duties of the Servicer, the Sub-Servicer or the Originator, as the case may be. The Originator, the Servicer, the Sub-Servicer and any of their respective Affiliates, directors, officers, employees, agents may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (c) Horizon agrees to indemnify and hold harmless the PurchaserCollateral Custodian, its directorsthe Backup Servicer, officersthe Buyer, agents, employeesthe Agent, and assignees the Lender Group (each, an "each a “Horizon Indemnified Party") ,” together with the Servicer Indemnified Parties, the “Indemnified Parties”), from and against any costsloss, damagesliability, expenses expense, damage, claim or injury arising out of or based on (i) any breach of any representation, warranty or covenant of Horizon in any Loan Document, including, without limitation, by reason of any acts, omissions, or alleged acts or omissions arising out of activities of Horizon in its capacity as the Originator or the Servicer, and (ii) any untrue statement by Horizon of any material fact, including, without limitation, any Officer’s Certificate, statement, report or other document or information prepared by any such Person and furnished or to be furnished by it pursuant to or in connection with the transactions contemplated thereby and not corrected prior to completion of the relevant transaction including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the Transferred Notes Receivable or any such Person’s business, operations or financial condition, including reasonable attorneys' ’ fees and costs, irrespective of whether other costs or not expenses incurred in connection with the defense of any actual or threatened action, proceeding, proceeding or claim); provided that Horizon shall not indemnify a Horizon Indemnified Party to the extent such loss, finesliability, forfeituresexpense, injuriesdamage or injury is due to either such Horizon Indemnified Party’s willful misfeasance, liabilities bad faith or losses ("Losses") suffered gross negligence or sustained in any way by any reason of 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 such Seller of any Horizon Indemnified Party’s reckless disregard of its representations and warranties contained obligations hereunder; provided, further, that Horizon shall not be so required to indemnify a Horizon Indemnified Party or to otherwise be liable to a Horizon Indemnified Party for any losses in Article III or (ii) a breach by such Seller respect of any the non-performance of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with Transferred Notes Receivable, the terms hereof. The applicable Seller shall immediately (i) notify creditworthiness of the Purchaser if a claim is made by a third party Obligors with respect to the Transferred Notes Receivable, changes in the market value of the Transferred Notes Receivable or other similar investment risks associated with the Transferred Notes Receivable if the effect of such indemnity would be to provide credit recourse to Horizon for the performance of the Transferred Notes Receivable. The provisions of this Agreementindemnity shall run directly to and be enforceable by a Horizon Indemnified Party subject to the limitations hereof. (d) With respect to a claim subject to indemnity hereunder made by any Person against an Indemnified Party (a “Third Party Claim”), such Indemnified Party shall notify the related indemnifying parties (each an “Indemnifying Party”) in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the Indemnifying Parties shall have previously obtained actual knowledge thereof. Thereafter, the Indemnified Party shall deliver to the Indemnifying Parties, within a reasonable time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. No failure to give such notice or deliver such documents shall effect the rights to indemnity hereunder. Each Indemnifying Party shall promptly notify the Agent and the Indemnified Party (if other than the Agent) of any Mortgage Loan and/or claim of which it has been notified and shall promptly notify the Agent and the Indemnified Party (if applicable) of its intended course of action with respect to any REO Property claim. (iie) If a Third Party Claim is made against an Indemnified Party, while maintaining control over its own defense, the Indemnified Party shall cooperate and consult fully with the Indemnifying Party in preparing such defense, and the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of such terms, and the Indemnifying Party will promptly reimburse the Indemnified Party upon written request; provided, however, that the Indemnified Party may not settle any claim or litigation without the consent of the Indemnifying Party; provided, further, that the Indemnifying Party shall have the right to reject the selection of counsel by the Indemnified Party if the Indemnifying Party reasonably determines that such counsel is inappropriate in light of the nature of the claim or litigation and shall have the right to assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree litigation if the Indemnifying Party determines that may be entered against it or the Indemnified Party in respect manner of defense of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings claim 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partylitigation is unreasonable.

Indemnification; Third Party Claims. Each Seller 7.1.1. The Servicer shall indemnify the Owner and the Certificate Trustee, and their affiliates and their respective officers, directors, employees and agents (collectively, “Owner Indemnitees”) and hold each of the Owner Indemnitees harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all third party claims and Damages that the Owner, damagesthe Certificate Trustee and the other Owner Indemnitees may sustain to the extent resulting from or related to a breach by the Servicer of any covenant, expenses (including reasonable attorneys' fees agreement, representation or warranty in this Agreement. The Owner shall promptly notify the Servicer of any claim covered hereby; provided, however, that the Servicer shall not be relieved of its indemnification obligations hereunder due to the Owner’s failure to give such notice except to the extent that the Owner has knowledge of the breach, fails to notify the Servicer and costs, irrespective of whether or not incurred in the Servicer has been prejudiced thereby. In connection with the defense Servicer’s indemnification obligations hereunder, the Servicer may assume (with the prior written consent of any actual or threatened actionthe Owner, proceeding, or claim), fines, forfeitures, injuries, liabilities or losses ("Losses") suffered or sustained in any way 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 if required pursuant to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof. The applicable Seller shall immediately (i, and with counsel reasonably satisfactory to the Owner) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage Loan and/or any REO Property (ii) assume the defense of any such claim and pay all reasonable expenses in connection therewith, including attorneys' reasonable counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, final judgment or decree that which may be entered against it the Owner or the Indemnified Party any other Owner Indemnitees in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in The Servicer agrees that it will not enter into any settlement of any such proceedings claim without the consent of the Owner (which consent shall not be unreasonably withheld or delayed) and such other Owner Indemnitees unless such settlement includes an unconditional release of the Owner and such other Owner Indemnitees from all liability that is the subject matter of such claim. 7.1.2. The Owner shall indemnify the Servicer, its affiliates, and their respective officers, directors, employees and agents (collectively, “Servicer Indemnitees”) and hold each of such Persons harmless from and against any and all third party claims and Damages that the Servicer or such Persons may sustain to observe the extent resulting from or related to a breach by the Owner of any covenant, agreement, representation or warranty in this Agreement. The Servicer shall notify the Owner of any claim covered hereby; provided, however, that the Owner shall not be relieved of its indemnification obligations hereunder due to the Servicer’s failure to give such proceedings; provided notice except to the extent that neither Seller shall the Servicer has knowledge of the breach, fails to notify the Owner and the Servicer has been prejudiced thereby. In connection with the Owner’s indemnification obligations hereunder, the Owner may assume (with the prior written consent of the Servicer, if required pursuant to the terms hereof, and with counsel reasonably satisfactory to the Servicer) the defense of any such claim and pay all reasonable expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any final judgment or decree which may be obligated to pay entered against the Servicer or comply with any other Servicer Indemnitees in respect of such claim. The Owner agrees that it will not enter into any settlement of any such claim without the consent of the Servicer (which consent shall not be unreasonably withheld or delayed) and such other indemnified Person unless such settlement includes an unconditional release of the Servicer and such other indemnified Person from all liability that is the subject matter of such claim. 7.1.3. In addition to the indemnification set forth in Section 7.1.1 hereof, the Servicer shall indemnify and hold the Owner Indemnitees harmless from and against any Damages resulting from or related to the Servicer’s failure (either under this Agreement or as servicer of any Mortgage Loan prior to this Agreement) to have complied with all Applicable Requirements with respect to the origination, purchase, sale, securitization or servicing of the Mortgage Loans. 7.1.4. In addition to the indemnification set forth in Section 7.1.2 hereof, the Owner shall indemnify and hold the Servicer Indemnitees harmless from and against any Damages resulting from or related to: (a) any outstanding Servicing Advance for which it has the Servicer is not consented. All amounts required reimbursed in accordance with Section 2.24 hereof or any outstanding Servicing Fee for which Servicer is not paid in accordance with Section 4.3.hereof ; or (b) any Litigation commenced against the Servicer after the applicable Effective Date as a result of the Servicer’s acting as, or status as, servicer of the Mortgage Loans hereunder, to be paid the extent that such Litigation does not arise out of or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred result from the Servicer’s breach of any provision of this Agreement (including any failure by the Indemnified Party upon demand therefor by Servicer to disclose such Indemnified PartyLitigation as required herein). 7.1.5. The provisions of this Section 7.1 shall survive termination of this Agreement. 7.1.6. For all purposes of this Agreement, knowledge of the Servicer will not be imputed or attributed to the Owner, and knowledge of the Owner will not be imputed or attributed to the Servicer.

Indemnification; Third Party Claims. Each Seller 7.1.1. The Servicer shall indemnify the Owner, its affiliates and their respective officers, directors, employees and agents (collectively, “Owner Indemnitees”) and hold each of the Owner Indemnitees harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costs, damages, expenses (including reasonable attorneys' fees and costs, irrespective all third party claims and Damages that the Owner and the Owner Indemnitees may sustain resulting from or related to the failure of whether or not incurred in connection with the defense of any actual or threatened action, proceeding, or claim), fines, forfeitures, injuries, liabilities or losses ("Losses") suffered or sustained in any way 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 Servicer to (i) a breach by such Seller of any of perform its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans duties in compliance with the terms hereofof this Agreement and for any breach of any representation or warranty of the Servicer contained herein. The applicable Seller Owner shall immediately (i) promptly notify the Purchaser Servicer of any claim covered hereby; provided, however, that the Servicer shall not be relieved of its indemnification obligations hereunder due to the Owner’s failure to give such notice except to the extent the Servicer has been prejudiced thereby. In connection with the Servicer’s indemnification obligations hereunder, the Servicer may assume (with the prior written consent of the Owner, if a claim is made by a third party required pursuant to the terms hereof, and with respect counsel reasonably satisfactory to this Agreement, any Mortgage Loan and/or any REO Property (iithe Owner) assume the defense of any such claim and pay all reasonable expenses in connection therewith, including attorneys' reasonable counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it the Owner or the Indemnified Party any other Owner Indemnitees in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in The Servicer agrees that it will not enter into any settlement of any such proceedings claim without the consent of the Owner (which consent shall not be unreasonably withheld or delayed) and such other Owner Indemnitees unless such settlement includes an unconditional release of the Owner and such other Owner Indemnitees from all liability that is the subject matter of such claim. 7.1.2. The Owner shall indemnify the Servicer, its affiliates, and their respective officers, directors, employees and agents (collectively, “Servicer Indemnitees”) and hold each of such Persons harmless from and against any and all third party claims and Damages that the Servicer or such Persons may sustain resulting from or related to observe the failure of the Owner to perform its duties in compliance with the terms of this Agreement, for breach of any representation or warranty of the Owner contained herein, and any other third party claims arising out of or relating to this Agreement other than those for which the Servicer is to indemnify the Owner Indemnitees pursuant to Section 7.1.1 hereof. The Servicer shall notify the Owner of any claim covered hereby; provided, however, that the Owner shall not be relieved of its indemnification obligations hereunder due to the Servicer’s failure to give such proceedingsnotice except to the extent the Owner has been prejudiced thereby. In connection with the Owner’s indemnification obligations hereunder, the Owner may assume (with the prior written consent of the Servicer, if required pursuant to the terms hereof, and with counsel reasonably satisfactory to the Servicer) the defense of any such claim and pay all reasonable expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Servicer or any other Servicer Indemnitees in respect of such claim. The Owner agrees that it will not enter into any settlement of any such claim without the consent of the Servicer (which consent shall not be unreasonably withheld or delayed) and such other indemnified Person unless such settlement includes an unconditional release of the Servicer and such other indemnified Person from all liability that is the subject matter of such claim. 7.1.3. In addition to the indemnification set forth in Section 7.1.2 hereof, the Owner shall indemnify and hold the Servicer Indemnitees harmless from and against any Damages resulting from or related to: (a) any failure of the Owner, any Prior Servicer or the Originator to have complied with all Applicable Requirements with respect to the origination, purchase, sale, securitization or servicing of the Mortgage Loans; provided or (b) the Servicer’s compliance with written instructions of the Owner to the extent that neither Seller shall be obligated such instructions are not in compliance with Applicable Requirements; or (c) any outstanding Servicing Advance as to pay which the Servicer is not reimbursed in accordance with Article II hereof; or (d) the continuation by the Servicer of the past practices of the Owner or any Prior Servicer that fail to comply with Applicable Requirements, except if and to the extent the Servicer should have become aware of such violations under the standard of care pursuant to Section 2.1 hereof; or (e) any settlement failure of the Servicer to which it has comply with Applicable Requirements or the requirements of this Agreement as a result of there being any incorrect, incomplete or missing Mortgage Loan Documents, Mortgage Files or Servicing Files as of the applicable Effective Date; or (f) any Litigation commenced against the Servicer after the applicable Effective Date as a result of the Servicer’s acting as, or status as, servicer of the Mortgage Loans hereunder, to the extent that such Litigation does not consentedarise out of or result from the Servicer’s breach of any provision of this Agreement. 7.1.4. All amounts required to be paid or reimbursed by a Seller hereunder The provisions of this Section 7.1 shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partysurvive termination of this Agreement.

Indemnification; Third Party Claims. Each Seller shall agrees to indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and Purchaser against any costsand all actual losses, damages, expenses (actions, or liabilities, including reasonable attorneys' fees attorneys fees, which Purchaser sustains, which are caused by the failure of Seller to perform its duties, obligations and costs, irrespective of whether or not incurred covenants in connection with the defense of any actual or threatened action, proceeding, or claim), fines, forfeitures, injuries, liabilities or losses ("Losses") suffered or sustained in any way 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 such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in material compliance with the terms hereof. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to of this Agreement, excluding, however, any Mortgage Loan and/or and all consequential and punitive damages. If Purchaser seeks indemnification under this Section 12.01, it must promptly give Seller notice of any REO Property (ii) assume 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 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 attorneys' fees, and (iii) promptly pay, discharge and satisfy with any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit If Seller fails to assume the Indemnified Partydefense of an action within twenty (20) days after receiving notice, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither then Seller shall be obligated 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 pay or comply with any settlement to which it has not consented. All amounts required to be paid if the matter involves any possible criminal action or reimbursed by proceeding, or contains a Seller hereunder 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 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 the indemnification provided above, Purchaser shall assign to Seller all of its claims for recovery against third parties for any indemnification provided by Seller, whether such claims arise pursuant to insurance coverage, contribution, subrogation or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyotherwise. The provisions of this Section 12.01 shall survive termination of this Agreement.

Indemnification; Third Party Claims. Each The Seller shall indemnify each Purchaser and hold it harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all Losses that any Purchaser may sustain resulting from or arising out of the negligence, damages, expenses (including reasonable attorneys' fees and costs, irrespective bad faith or willful misconduct of whether or not incurred the Seller in connection with the defense of any actual or threatened action, proceeding, or claim), fines, forfeitures, injuries, liabilities or losses ("Losses") suffered or sustained in any way 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 such Seller of any performance of its representations duties under this Agreement. The Purchasers, jointly and warranties contained in Article III severally, shall indemnify the Seller and hold it harmless against any and all Losses that the Seller may sustain resulting from or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service arising out the Mortgage Loans in compliance with or this Agreement, including any Breach by the terms hereofPurchaser. The applicable Seller shall immediately (i) notify the Purchaser Purchasers if a claim is made by a third party with respect to this AgreementAgreement or the Mortgage Loans, any Mortgage Loan and/or any REO Property assume (iiwith the prior written consent of the Purchaser) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party any Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither The Seller shall be obligated follow any written instructions received from the Purchaser in connection with such claim. The Purchasers promptly shall reimburse the Seller for all amounts advanced by it pursuant to pay the preceding sentence, except when the claim results from or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by arises out of a Seller hereunder shall be paid or reimbursed as and when incurred Breach by the Indemnified Party upon demand therefor by such Indemnified PartySeller or the negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 5.01 shall survive termination of this Agreement.

Indemnification; Third Party Claims. Each Seller shall The Seller/Servicer agrees to indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and Purchaser against any costsand all actual claims, damageslosses, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities or losses ("Losses") suffered or sustained in judgments, and any way 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 other related costs and expenses that the Purchaser may sustain due to (i) a breach by such Seller the failure of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure the Seller/Servicer to service the Mortgage Loans in material compliance with the terms hereofof this Agreement. If the Purchaser 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 applicable Seller Seller/Servicer shall immediately (i) notify be responsible to conduct such defense through counsel reasonably satisfactory to the Purchaser if a claim provided, however, that the Purchaser is made by a third party with respect permitted to this Agreement, any Mortgage Loan and/or any REO Property (ii) assume 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 attorneys' fees, and (iii) promptly pay, discharge and satisfy with any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit If the Indemnified PartySeller/Servicer fails to assume the defense of an action within twenty (20) days after receiving notice, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither Seller then the Seller/Servicer shall be obligated bound by any determination made in the action or by any compromise or settlement the Purchaser may effect. The Purchaser agrees to pay or comply with use reasonable efforts to mitigate any settlement claims tendered to which it has not consentedthe Seller/Servicer. All amounts required The Purchaser shall assign to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred the Seller/Servicer all of its claims for recovery against third parties for any indemnification provided by the Indemnified Party upon demand therefor by Seller/Servicer, whether such Indemnified Partyclaims arise pursuant to insurance coverage, contribution, subrogation or otherwise.

Indemnification; Third Party Claims. Each Seller (a) The Servicer shall indemnify and hold harmless the PurchaserOwner, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costs, damages, expenses (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, injuries, liabilities or losses ("Losses") suffered or sustained in any way 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 such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereofa 01. The applicable Seller Servicer shall immediately (i) notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement, any Mortgage Loan and/or any REO Property for which the Servicer is required to indemnify the Owner pursuant to this Section 8.01(a), (ii) assume (with the prior written consent of the Owner) the defense of any such claim and pay all expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party Owner in respect of such claim. Nothing contained herein shall prohibit the Indemnified PartyOwner, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither Seller the Servicer shall not be obligated to pay or comply with any settlement to which it has not consented. (b) The Servicer shall immediately (i) notify the Owner if a claim is made by a third party with respect to this Agreement, any Mortgage Loan and/or any REO Property for which the Servicer is not obligated to indemnify the Owner pursuant to Section 8.01(a), (ii) assume (with the prior written consent of the Owner) the defense of any such claim and pay all expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Owner in respect of such claim. Nothing contained herein shall prohibit the Owner, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that the Servicer shall not be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder The Servicer shall be paid or reimbursed as and from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyclaim in any way relates to the Servicer's indemnification pursuant to Section 8.01(a).

Indemnification; Third Party Claims. (1) Each Seller and Servicer shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "“Indemnified Party"”) from and against any costs, damages, expenses (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, injuries, liabilities or losses ("“Losses"”) suffered or sustained in any way 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 such either Seller of any of its representations and warranties contained in Article III or (ii) a breach by such either Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof and in accordance with the standard of 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 breach by the Trust of the Trust’s representations in Section 3.01, 3.03(3) or 3.03(16), the Indemnified Party’s sole right to indemnification shall be from the Trust. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage 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 attorneys' ’ fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified PartyPurchaser, 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. All The Servicer shall be reimbursed from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when the claim in any way relates to the Servicer’s indemnification pursuant to this Section 9.01(1). (2) Each Seller and Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person responsible for the preparation, execution or filing of any report required to be paid filed with the Commission with respect to such Securitization Transaction, or reimbursed for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (1) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided under this Agreement by or on behalf of such Seller or Servicer, or provided under this Agreement by or on behalf of any Subservicer, Subcontractor or Third-Party Originator, as applicable (collectively, the “Company Information”), or (2) the omission or alleged omission to state in the Company Information a Seller hereunder material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2) of this paragraph shall be paid construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or reimbursed purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (B) any failure by such Seller or Servicer and any Subservicer, any Subcontractor or any Third-Party Originator, as applicable, to deliver any information, report, certification, accountants’ letter or other material when and when as required under this Agreement, including any failure by such Seller or Servicer to identify pursuant to Section 7.08(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or (C) any breach by such Seller or Servicer of a representation or warranty set forth in Section 3.06(1) or in a writing furnished pursuant to Section 3.06(2) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by such Seller or Servicer of a representation or warranty in a writing furnished pursuant to Section 3.06(2) to the extent made as of a date subsequent to such closing date. In the case of any failure of performance described in clause (i)(B) of this Section, such Seller or Servicer shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the Indemnified Party upon demand therefor information, report, certification, accountants’ letter or other material not delivered as required by such Indemnified PartySeller or Servicer and any Subservicer, any Subcontractor or any Third-Party Originator, as applicable.

Indemnification; Third Party Claims. Each Seller (b) The Transferor, the Issuer Trust, the Owner Trustee or the Indenture Trustee, as the case may be, shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costs, damages, expenses (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, injuries, liabilities or losses ("Losses") suffered or sustained in any way 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 such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof. The applicable Seller shall immediately (i) promptly notify the Purchaser Servicer if a claim is made by a third party with respect to a breach of any of the Servicer's representations and warranties and covenants contained in this Agreement or in any way relating to the failure of the Servicer to perform its duties and service and administer the Trust Assets in compliance with the terms of this Agreement. The Servicer shall promptly notify the Indenture Trustee and the Issuer Trust of any claim of which it has been notified pursuant to this Section ------- 8.01 by a Person other than the Indenture Trustee or the Issuer Trust, as the ---- case may be, and, in any Mortgage Loan and/or event, shall promptly notify the Issuer Trust and the Indenture Trustee of its intended course of action with respect to any REO Property claim. (iic) The Servicer shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim and pay all expenses in connection therewith, including attorneys' feesreasonable cooperation with, and (iii) promptly paywith the reasonable cooperation of, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining . The Indemnified Party will have the right to employ its own counsel to assist in any such proceedings or action in addition to observe the counsel of the Servicer, but the fees and expenses of such proceedings; provided that neither Seller shall counsel will be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred at the expense of such Indemnified Party, unless (i) the employment of counsel by the Indemnified Party upon demand at its expense has been authorized in writing by the Servicer, (ii) the Servicer has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Servicer and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there is a conflict of interest which renders common representation inappropriate. The Servicer shall not be liable for any settlement of any such claim or action unless the Servicer shall have consented thereto or be in default on its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section 8.01 shall relieve the Servicer of ------------ liability only if such failure is materially prejudicial to the position of the Servicer and then only to the extent of such prejudice. (d) None of the Transferor, the Servicer or any of the directors, officers, employees or agents of the Transferor or the Servicer, shall be under any liability to the Issuer Trust or the Securityholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Transferor, the Servicer or any such person against the remedies provided herein for the breach of the covenants set forth in Section ------- 2.06 (a) hereof or any warranties, representations or other covenants made ------- herein, or against any specific liability imposed on the Transferor or the Servicer herein, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the duties of the Servicer or the Transferor, as the case may be, or by reason of reckless disregard of the obligations and duties of the Servicer or the Transferor, as the case may be, hereunder. The Transferor, the Servicer and any director, officer, employee or agent of the Transferor or the Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (e) The Servicer, the Transferor and the Owner Trustee and any director, officer, employee or agent of the Servicer, the Transferor or the Owner Trustee shall be indemnified by the Issuer Trust and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Securities, other than any loss, liability or expense related to any specific Trust Asset or Trust Assets (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Except as otherwise provided herein, none of the Transferor, the Owner Trustee or the Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not related to its respective duties under this Agreement; provided, however, that, except as otherwise provided herein, any of the Transferor, the Owner Trustee or the Servicer may, with the prior consent of the Indenture Trustee, in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuer Trust, and the Transferor, the Owner Trustee and the Servicer shall be entitled to be reimbursed therefor by such Indemnified Partyout of the Collection Account.

Indemnification; Third Party Claims. Each The Seller shall agrees to indemnify the Purchaser and hold it harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities or losses judgments, and any other costs, fees and expenses ("Losses"collectively, “Damages”) suffered or sustained that the Purchaser may sustain in any way by any such Personrelated to the failure of the Seller to observe and perform its duties, no matter how or when arising (including Losses incurred or sustained in connection with any judgmentobligations, awardcovenants, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants agreements and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereofof this Agreement or from any claim, demand, defense or assertion based on or grounded upon, or resulting from a breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The applicable Seller hereunder shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this AgreementAgreement or a Mortgage Loan, any Mortgage Loan and/or any REO Property assume (iiwith the consent of the Purchaser) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither The Seller shall be obligated 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 pay 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 comply with any settlement to which it has not consentedwarranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. All amounts required to be paid or reimbursed by a Seller hereunder The provisions of this Section 7.01 shall be paid or reimbursed as survive termination of this Agreement and when incurred by transfer of the Indemnified Party upon demand therefor by such Indemnified Partyrelated servicing rights.

Indemnification; Third Party Claims. Each Seller shall (a) Subject to Section 7.1, GMACM agrees to indemnify and hold harmless the PurchaserBank, its directorsany Affiliate of the Bank other than GMACM, and their respective successors, assigns, officers, agentsdirectors, employees, agents and assignees (each, an "Indemnified Party") employees from and against any costsand all claims, liabilities, damages, expenses (including reasonable attorneys' losses, penalties, fines forfeitures, legal fees and costs, irrespective judgments, and any other costs, fees and expenses that the Bank or any such indemnified Person may sustain as a result of whether the occurrence of an Event of Default by GMACM. Provided, however, that if the Bank or any such indemnified Person is entitled to retain an indemnification payment from any other Person with respect to any such loss, damage, or expense, the Bank or such indemnified Person, as the case may be, shall not incurred be entitled to claim the same amount under this Section 7.3; provided, further, that neither the Bank nor any other indemnified Person shall have any obligation to pursue any such payment from any Person. GMACM’s obligations under this Section 7.3 are contingent upon its receipt of timely notice of any such third party claim, an opportunity to defend such claim with counsel of its choice and full cooperation of the Bank and any such indemnified Person in connection with the defense of such claim. (b) The Bank agrees to indemnify and hold harmless GMACM and its Affiliates other than the Bank, and their respective successors, assigns, officers, directors, agents and employees, from and against any actual or threatened actionand all claims, proceedingliabilities, or claim)damages, losses, penalties, fines, forfeitures, injurieslegal fees and costs, liabilities judgments, and any other costs, fees and expenses that GMACM or losses ("Losses") suffered or sustained in any way by any such Personindemnified Person may sustain as a result of the occurrence of an Event of Default by the Bank, no matter how provided, however, that if GMACM or when arising (including Losses incurred or sustained in connection with any judgment, award, or settlement), in connection with or relating such indemnified Person actually receives and is entitled to (i) a breach by such Seller of retain an indemnification payment from any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party Person with respect to any such loss, damage or expense, GMACM or such indemnified Person, as the case may be, shall not be entitled to claim the same amount under this AgreementSection 7.3; provided, further, that neither GMACM nor any Mortgage Loan and/or other indemnified Person shall have any REO Property (ii) assume obligation to pursue any such payment from any Person. The obligations of the defense Bank under this Section 7.3 are contingent upon the Bank’s receipt of timely notice of any such third party claim, an opportunity to defend such claim with counsel of its choice and pay all expenses the full cooperation of GMACM and any such indemnified Person in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party in respect defense of such claim. Nothing contained herein The provisions of this Section 7.3 shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in survive 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partytermination of this Agreement.

Indemnification; Third Party Claims. Each Seller (a) The Servicer shall indemnify the Transferor, the Owner Trustee, the Trust, the Depositor and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees Indenture Trustee (each, each an "Indemnified Party") from and hold harmless each of them against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injuriesreasonable legal fees and related costs, liabilities judgments, and other costs and expenses resulting from any claim, demand, defense or losses ("Losses") suffered assertion based on or sustained grounded upon, or resulting from, a breach of any of the Servicer's representations and warranties and covenants contained in this Agreement or in any way 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 such Seller the failure of any of the Servicer to perform its representations duties and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Home Loans in compliance with the terms hereof. of this Agreement; provided, however, that if the Servicer is not liable pursuant to the provisions of Section 9.01(d) hereof for its failure to perform its duties and service the Home Loans in compliance with the terms of this Agreement, then the provisions of this Section 9.01 shall have no force and effect with respect to such failure. (b) The applicable Seller Transferor, the Depositor or the Indenture Trustee, as the case may be, shall immediately (i) promptly notify the Purchaser Servicer if a claim is made by a third party with respect to a breach of any of the Servicer's representations and warranties and covenants contained in this Agreement or in any way relating to the failure of the Servicer to perform its duties and service the Home Loans in compliance with the terms of this Agreement. The Servicer shall promptly notify the Indenture Trustee and the Depositor of any claim of which it has been notified pursuant to this Section 9.01 by a Person other than the Depositor, and, in any Mortgage Loan and/or event, shall promptly notify the Depositor of its intended course of action with respect to any REO Property claim. (iic) The Servicer shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim and pay all expenses in connection therewith, including attorneys' feesreasonable cooperation with, and (iii) promptly paywith the reasonable cooperation of, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining . The Indemnified Party will have the right to employ its own counsel to assist in any such proceedings or action in addition to observe the counsel of the Servicer, but the fees and expenses of such proceedings; provided that neither Seller shall counsel will be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred at the expense of such Indemnified Party, unless (i) the employment of counsel by the Indemnified Party upon demand at its expense has been authorized in writing by the Servicer, (ii) the Servicer has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Servicer and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be one or more legal defenses available to them which are different from or additional to those available to the Servicer. The Servicer shall not be liable for any settlement of any such claim or action unless the Servicer shall have consented thereto or be in default on its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section 9.01 shall relieve the Servicer of liability only if such failure is materially prejudicial to the position of the Servicer and then only to the extent of such prejudice. (d) None of the Transferor, the Depositor, the Servicer or any of the directors, officers, employees or agents of the Transferor, the Depositor or the Servicer, or members or Affiliates of the Depositor shall be under any liability to the Trust or the Securityholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Transferor, the Depositor, the Servicer or any such person against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any specific liability imposed on the Transferor, the Depositor or the Servicer herein, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the duties of the Servicer, the Depositor or the Transferor, as the case may be, or by reason of reckless disregard of the obligations and duties of the Servicer, the Depositor or the Transferor, as the case may be, hereunder. The Transferor, the Depositor, the Servicer and any director, officer, employee or agent of the Transferor, the Depositor or the Servicer, or any member or Affiliate of the Depositor may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (e) The Servicer, the Transferor and the Depositor and any director, officer, employee or agent of the Servicer, the Transferor or the Depositor shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Securities, other than any loss, liability or expense related to any specific Home Loan or Home Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Except as otherwise provided herein, none of the Transferor, the Depositor or the Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not related to its respective duties under this Agreement; provided, however, that, except as otherwise provided herein, any of the Transferor, the Depositor or the Servicer may, with the prior consent of the Indenture Trustee, in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Transferor, the Depositor and the Servicer shall be entitled to be reimbursed therefor by such Indemnified Partyout of the Collection Account.

Indemnification; Third Party Claims. Each Seller shall The Servicer agrees to indemnify and hold harmless the Purchaser, its Purchaser and any successor servicer and their respective present and former directors, officers, agentsemployees and agents harmless from any and all claims, employees, and assignees (each, an "Indemnified Party") from and against any costslosses, damages, expenses (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)penalties, fines, forfeitures, injurieslegal fees and expenses (including, liabilities without limitation, any legal fees and expenses, judgments or losses ("Losses"expenses relating to such liability, claim, loss or damage) suffered or sustained and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way by related to the Servicer's failure: (a) to observe and perform any such Personor all of Servicer's duties, no matter how obligations, covenants, agreements, warranties 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 such Seller of any of its representations and warranties contained in Article III this Agreement or in the Purchase Price and Terms Letter; or (iib) a breach by such Seller to comply with all applicable requirements contained in this Agreement or the Purchase Price and Terms Letter with respect to the servicing of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with Loan and the terms hereoftransfer of servicing rights. The applicable Seller Servicer immediately shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement. For purposes of this Section, "Purchaser" shall mean the Person then acting as the Purchaser under this Agreement and any Mortgage Loan and all Persons who previously were "Purchasers" under this Agreement. -50- Promptly after receipt by an indemnified party under this Subsection 12.01 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Subsection 12.01, 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 Subsection 12.01, except to the extent that it has been prejudiced in any material respect, or from any liability which it may have, otherwise than under this Subsection 12.01. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party or parties shall have reasonably concluded that there may be legal defenses available to it or them and/or any REO Property (ii) other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of any such claim action and pay all approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party for expenses incurred by the indemnified party in connection therewithwith the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, including attorneys' feeshowever, and that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with one local counsel, if applicable)), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) promptly paythe indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, discharge and satisfy any judgmentif clause (i) or (iii) is applicable, award, or decree that may such liability shall be entered against it or the Indemnified Party only in respect of the counsel referred to in such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings clause (i) 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Party(iii).

Indemnification; Third Party Claims. Each The Seller shall agrees to indemnify and hold harmless the Purchaser, Purchaser and its present and former directors, officers, agentsemployees and agents harmless from any and all claims, employees, and assignees (each, an "Indemnified Party") from and against any costslosses, damages, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments, and any other costs, fees and USActive 7452067.1 expenses that any of such parties may sustain in any way by any such Personrelated to the failure of the Seller to observe and perform its duties, no matter how or when arising (including Losses incurred or sustained in connection with any judgmentobligations, awardcovenants, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants agreements and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereofof 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 applicable Seller hereunder shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this AgreementAgreement or a Mortgage Loan, any Mortgage Loan and/or any REO Property assume (iiwith the consent of the Purchaser) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither The Seller shall be obligated 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 pay 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 comply with any settlement to which it has not consentedwarranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. All amounts required to be paid or reimbursed by a Seller hereunder The provisions of this Section 7.01 shall be paid or reimbursed as survive termination of this Agreement and when incurred by transfer of the Indemnified Party upon demand therefor by such Indemnified Partyrelated servicing rights.

Indemnification; Third Party Claims. Each The Seller shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costs, damages, expenses (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, injuries, liabilities or losses ("Losses") suffered or sustained in any way 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 such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereofherein. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage Revolving Credit 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 attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified PartyPurchaser, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither Seller Seller, shall not be obligated to pay or comply with any settlement to which it has not consented. All amounts required The Servicer shall indemnify and hold harmless each Indemnified Party from and against any Losses suffered or sustained in any way 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 be paid (i) a breach by Servicer of any of its representations and warranties contained in Article III or reimbursed (ii) a breach by Servicer of any of its covenants and other obligations contained herein including any failure to service the Revolving Credit Loans in compliance with the terms hereof and in accordance with the standard of care in Section 9.03. The Servicer shall immediately (i) notify the Purchaser if a claim is made by a Seller hereunder third party with respect to this Agreement, any Revolving Credit 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 attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree 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 the Servicer, as applicable, shall not be obligated to pay or comply with any settlement to which it has not consented. The Servicer shall be paid or reimbursed as and from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyclaim in any way relates to the Servicer's indemnification for any Losses pursuant to this Section 9.01.

Indemnification; Third Party Claims. Each The Seller shall agrees to indemnify and hold harmless the Purchaser, its any successor servicer and their respective present and former directors, officers, agentsemployees and agents harmless from any and all claims, employees, and assignees (each, an "Indemnified Party") from and against any costslosses, damages, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities judgments, and any other costs, fees and expenses (including, without limitation, any legal fees and expenses, judgments or losses ("Losses"expenses relating to such liability, claim, loss or damage) suffered or sustained that such parties may sustain in any way by any such Personrelated to the failure of the Seller to observe and perform its duties, no matter how or when arising (including Losses incurred or sustained in connection with any judgmentobligations, awardcovenants, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants agreements and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereofof 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 applicable Seller shall immediately (i) notify Promptly after receipt by the Purchaser under this Section 7.01 of notice of the commencement of any action, the Purchaser will, if a claim in respect thereof is to be made by a third party against the Seller under this Section 7.01, notify the Seller in writing of the commencement thereof; but the omission so to notify the Seller will not relieve the Seller from any liability which it may have to the Purchaser under this Section 7.01, except to the extent that it has been prejudiced in any material respect, or from any liability which it may have, otherwise than under this Section 7.01. The Seller shall assume (with respect to this Agreement, any Mortgage Loan and/or any REO Property (iithe consent of the Purchaser) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' attorney's fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party indemnified party in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither The Seller shall be obligated to pay or comply follow any written instructions received from the Purchaser in connection with any settlement to which it has not consentedsuch claim. All amounts required to be paid or reimbursed by a Seller hereunder The provisions of this Section 7.01 shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partysurvive termination of this Agreement.

Indemnification; Third Party Claims. Each Seller shall New South, as Transferor and Servicer (solely for the purpose of this Section 5.21, the "INDEMNIFYING PARTY") agrees to indemnify and to hold harmless each of the PurchaserDepositor, its directorsthe Trustee, officersthe Certificate Insurer and each Certificateholder (solely for the purpose of this Section 5.21, agents, employees, and assignees (each, an the "Indemnified PartyINDEMNIFIED PARTIES") from and harmless against any costsand all claims, damageslosses, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments, and any other costs, fees and expenses that the Indemnified Parties may, respectively, sustain in any way 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 related to (i) a breach by such Seller the failure of any of the Indemnifying Party to materially perform its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans respective duties in compliance with the terms hereofof this Agreement. The applicable Seller Each Indemnified Party and the Servicer shall immediately (i) promptly notify the Purchaser other Indemnified Parties if a claim is made by a third party with respect to this Agreement, any Mortgage Loan and/or any REO Property (ii) and the Servicer shall with the consent of the Certificate Insurer, such consent not to be unreasonably withheld, assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' feesreasonable counsel fees approved by the Certificate Insurer, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party Parties in respect of such claim. Nothing contained herein The Trustee shall, out of the assets of the Trust Fund, reimburse the Servicer in accordance with Section 5.14 hereof for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Servicer to service and administer the Loans in material compliance with the terms of this Agreement; PROVIDED, that the Servicer's indemnity hereunder shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist not be in any manner conditioned on the availability of funds for 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyreimbursement.

Indemnification; Third Party Claims. Each Seller (a) If any Action or Proceeding under this Article XI is brought against an Indemnified Party and it gives written notice to the Indemnifying Party of the commencement of such Action or Proceeding, the Indemnifying Party shall indemnify be entitled to participate in such Action or Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Action or Proceeding and hold harmless the PurchaserIndemnified Party determines in good faith that joint representation would be inappropriate, or (y) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its directorsfinancial capacity to defend such Action or Proceeding and provide indemnification with respect to the same), officersto assume the defense of such Action or Proceeding with counsel consented to by the Indemnified Party, agents, employeeswhich consent shall not be unreasonably withheld, and assignees (eachafter written notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Action or Proceeding, an "the Indemnifying Party will not, as long as it diligently conducts such defense be liable to the Indemnified Party") from and against Party under this Article XI for any costsfees of other counsel or any other expenses with respect to the defense of such Action or Proceeding, damages, expenses (including reasonable attorneys' fees and costs, irrespective of whether or not in each case subsequently incurred by the Indemnified Party in connection with the defense of any actual such Action or threatened actionProceeding, proceedingother than reasonable costs of investigation. If the Indemnifying Party assumes the defense of an Action or Proceeding, or claim), fines, forfeitures, injuries, liabilities or losses ("Losses") suffered or sustained in any way 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 no compromise or settlement of such claims may be effected by such Seller the Indemnifying Party without the Indemnified Party's consent, unless there is no finding or admission of any violation of its representations legal requirements or any violation of the rights of any Person and warranties contained no effect on any other claims may be made against the Indemnified Party, and the sole relief provided is monetary damages that are paid in Article III or by the Indemnifying Party; and (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party Indemnified Party will have no liability with respect to this Agreementany compromise or settlement of such claims effected without its consent. If written notice is given by an Indemnified Party to an Indemnifying Party of the compromise of any Action or Proceeding and the Indemnifying Party does not, any Mortgage Loan and/or any REO Property (ii) within [twenty] days after receipt of such written notice, give notice to the Indemnified Party of its election to assume the defense of such Action or Proceeding, the Indemnifying Party will be bound by any determination made in such claim and pay all expenses Action or Proceeding or any compromise or settlement effected by the Indemnified Party. For purposes of this Article XI, the term "defense" shall mean the investigation, defense, settlement, compromise or appeal of any Action or Proceeding. (b) Notwithstanding the foregoing, if an Indemnified Party determines in connection therewithgood faith that there is a reasonable probability that an Action or Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit may, by written notice to the Indemnified Indemnifying Party, at assume the exclusive right to defend, compromise, or settle such Action or Proceeding, but the Indemnifying Party will not be bound by any determination of an Action or Proceeding so defended or any compromise or settlement effected without its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither Seller shall consent (which may not be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyunreasonably withheld).

Indemnification; Third Party Claims. Each (a) The Seller shall indemnify the Purchaser and hold harmless the Purchaser, its present and former directors, officers, agents, employees, employees and assignees (each, an "Indemnified Party") from agents and hold such parties harmless against any costsand all claims, losses, damages, expenses (including reasonable attorneys' penalties, fines, forfeitures, legal fees and related costs, irrespective judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of whether the Seller to originate the Mortgage Loans in accordance with Accepted Origination Practices, service the Mortgage Loans in accordance with Accepted Servicing Practices perform its obligations (as Seller and Interim Servicer) in strict compliance with the terms of this Agreement or any Reconstitution Agreement or any breach of any of Seller's representations, warranties and covenants set forth in this Agreement (provided that such costs shall not include any lost profits). (b) The Purchaser shall indemnify the Seller and its present and former directors, officers, employees and agents and hold such parties 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 such parties may sustain in any way related to the failure of the Purchaser (or its Successor Servicer) to perform its obligations under this Agreement, to service the Mortgage Loans from and after the Transfer Date, or any breach of any of Purchaser's representations, warranties and covenants set forth in this Agreement (provided that such costs shall not include any lost profits). (c) Promptly after receipt by an indemnified party under this Subsection 14.01 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Subsection 14.01, 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 Subsection 14.01, except to the extent that it has been prejudiced in any material respect, or from any liability which it may have, otherwise than under this Subsection 14.01. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party or parties shall have reasonably concluded that there may be legal defenses available to it or them and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party for expenses incurred by the indemnified party in connection with the defense of any actual or threatened action, proceeding, or claim), fines, forfeitures, injuries, liabilities or losses thereof unless ("Losses"i) suffered or sustained in any way by any such Person, no matter how or when arising (including Losses incurred or sustained the indemnified party shall have employed separate counsel in connection with any judgmentthe assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, awardhowever, or settlementthat the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with one local counsel, if applicable)), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in connection with or relating to writing the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) a breach by such Seller of any of its representations and warranties contained in Article III or (iiiii) a breach by is applicable, such Seller liability shall be only in respect of any of its covenants and other obligations contained herein including any failure the counsel referred to service the Mortgage Loans in compliance with the terms hereof. The applicable Seller shall immediately such clause (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage Loan and/or any REO Property (ii) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' fees, and or (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Party).

Indemnification; Third Party Claims. Each Seller and the Servicer shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "“Indemnified Party"”) from and against any costs, damages, expenses (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, injuries, liabilities or losses ("“Losses"”) suffered or sustained in any way 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 such either Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereofhereof and in accordance with the standard of care in Section 9.03. The applicable Seller or Servicer shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage 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 attorneys' ’ fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified PartyPurchaser, 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. All amounts required to be paid or reimbursed by a Seller hereunder The Servicer shall be paid or reimbursed as and from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyclaim in any way relates to the Servicer’s indemnification pursuant to this Section 9.01.

Indemnification; Third Party Claims. Each Seller and Servicer shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "“Indemnified Party"”) from and against any costs, damages, expenses (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, injuries, liabilities or losses ("“Losses"”) suffered or sustained in any way 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 such either Seller of any of its representations and warranties contained in Article III or (ii) a breach by such either Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in strict compliance with the terms hereof and in accordance with the standard of 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 breach by the Trust of the Trust’s representations in Section 3.01, 3.03(3) or 3.03(16), the Indemnified Party’s sole right to indemnification shall be from the Trust. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage 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 attorneys' ’ fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified PartyPurchaser, 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. All amounts required to be paid or reimbursed by a Seller hereunder The Servicer shall be paid or reimbursed as from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when the claim in any way relates to the Servicer’s indemnification pursuant to this Section 9.01. The provisions of this Section 9.01 shall survive termination of this Agreement and when incurred by transfer of the Indemnified Party upon demand therefor by such Indemnified Partyservicing rights.

Indemnification; Third Party Claims. Each Seller (a) The 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 harmless each of them against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from a breach of any of the Servicer’s representations and warranties and covenants contained in this Agreement or in any way relating to the failure of the Servicer to perform its duties and service the Transferred Loans in compliance with the terms of this Agreement except to the extent such loss arises out of such Servicer Indemnified Party’s fraud, gross negligence or willful misconduct; provided, however, that if the Servicer is not liable pursuant to the provisions of Section 8.01(b) hereof for its failure to perform its duties and service the Transferred Loans in compliance with the terms of this Agreement, then the 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 non-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 Section 3.03 hereto if the effect of such indemnity would be to provide credit recourse to the Originator for the performance of the Transferred Loans. (b) None of the Originator or the Servicer or any of their respective Affiliates, directors, officers, employees or agents shall be under any liability to the Borrower, for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Originator, the Servicer or any of their respective Affiliates, directors, officers, employees, agents against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any expense or liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of the respective duties of the Servicer or the Originator, as the case may be. The Originator, the Servicer and any of their respective Affiliates, directors, officers, employees, agents may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (c) The Originator agrees to indemnify and hold harmless the PurchaserBorrower, its directorsthe Collateral Custodian, and any Successor Servicer, their respective officers, agentsdirectors, employees, agents and assignees “control persons,” as such term is used under the Securities Act and under the Exchange Act (each, each an "“Originator Indemnified Party") ,” and together with the Servicer Indemnified Parties, the “Indemnified Parties”), from and against any costsloss, damagesliability, expenses (expense, damage, claim or injury arising out of any breach of any representation, warranty or covenant of the Originator, the Servicer or their Affiliates, in any Loan Document, including, without limitation, by reason of any acts, omissions, or alleged acts or omissions arising out of activities of the Originator, the Servicer or their Affiliates, including reasonable and documented attorneys' ’ fees and costs, irrespective of whether other costs or not expenses incurred in connection with the defense of any actual or threatened action, proceedingproceeding or claim; provided that the Originator shall not indemnify an Originator Indemnified Party to the extent such loss, liability, expense, damage or injury is due to either an Originator Indemnified Party’s willful misconduct, bad faith, fraud, gross negligence or breach of this Agreement, or claimby reason of an Originator Indemnified Party’s reckless disregard of its obligations hereunder; provided, further, that the Originator shall not be so required to indemnify an Originator Indemnified Party or to otherwise be liable to an Originator Indemnified Party for any losses to the extent such losses have the effect of recourse for non-payment of a Transferred Loan due to any Obligor’s bankruptcy, insolvency, lack of creditworthiness or financial inability to pay. The provisions of this indemnity shall run directly to and be enforceable by an Originator Indemnified Party subject to the limitations hereof. (d) With respect to a claim subject to indemnity hereunder made by any Person against an Indemnified Party (a “Third Party Claim”), finessuch Indemnified Party shall notify the related indemnifying parties (each an “Indemnifying Party”) in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the Indemnifying Parties shall have previously obtained actual knowledge thereof. Thereafter, forfeituresthe Indemnified Party shall deliver to the Indemnifying Parties, injurieswithin a reasonable time after the Indemnified Party’s receipt thereof, liabilities or losses ("Losses") suffered or sustained in any way by any such Person, no matter how or when arising copies of all notices and documents (including Losses incurred or sustained in connection with any judgment, award, or settlement), in connection with or court papers) received by the Indemnified Party relating to the Third Party Claim. No failure to give such notice or deliver such documents shall affect the rights to indemnity hereunder. Each Indemnifying Party shall promptly notify the Agent and the Indemnified Party (iif other than the Agent) a breach by such Seller of any claim of which it has been notified and shall promptly notify the Agent and the Indemnified Party (if applicable) of its representations and warranties contained in Article III or (ii) a breach by such Seller intended course of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party action with respect to this Agreementany claim. (e) If a Third Party Claim is made against an Indemnified Party, while maintaining control over its own defense, the Indemnified Party shall cooperate and consult fully with the Indemnifying Party in preparing such defense, and the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of such terms and the Indemnifying Party will promptly reimburse the Indemnified Party upon written request; provided, however, that the Indemnified Party may not settle any Mortgage Loan and/or any REO Property (ii) claim or litigation without the consent of the Indemnifying Party; provided, further, that the Indemnifying Party shall have the right to reject the selection of counsel by the Indemnified Party if the Indemnifying Party reasonably determines that such counsel is inappropriate in light of the nature of the claim or litigation and shall have the right to assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree litigation if the Indemnifying Party determines that may be entered against it or the Indemnified Party in respect manner of defense of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings claim 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partylitigation is unreasonable.

Indemnification; Third Party Claims. Each Seller (a) The Servicer shall indemnify the Transferor, the Trust, the Depositor and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees Trustee (each, each an "Indemnified Party") from and hold harmless each of them against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injuriesreasonable legal fees and related costs, liabilities judgments, and other costs and expenses resulting from any claim, demand, defense or losses ("Losses") suffered assertion based on or sustained grounded upon, or resulting from, a breach of any of the Servicer's representations and warranties and covenants contained in this Agreement or in any way 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 such Seller the failure of any of the Servicer to perform its representations duties and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Home Loans in compliance with the terms hereof. of this Agreement; provided, however, that if the Servicer is not liable pursuant to -------- ------- the provisions of Section 9.01(d) hereof for its failure to perform its --------------- duties and service the Home Loans in compliance with the terms of this Agreement, then the provisions of this Section 9.01 shall have no force and effect with respect to such failure. (b) The applicable Seller Transferor, the Depositor or the Trustee, as the case may be, shall immediately (i) promptly notify the Purchaser Servicer if a claim is made by a third party with respect to a breach of any of the Servicer's representations and warranties and covenants contained in this Agreement or in any way relating to the failure of the Servicer to perform its duties and service the Home Loans in compliance with the terms of this Agreement. The Servicer shall promptly notify the Trustee and the Depositor of any claim of which it has been notified pursuant to this Section 9.01 by a Person other than the Depositor, ------------ and, in any Mortgage Loan and/or event, shall promptly notify the Depositor of its intended course of action with respect to any REO Property claim. (iic) The Servicer shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim and pay all expenses in connection therewith, including attorneys' feesreasonable cooperation with, and (iii) promptly paywith the reasonable cooperation of, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining . The Indemnified Party will have the right to employ its own counsel to assist in any such proceedings or action in addition to observe the counsel of the Servicer, but the fees and expenses of such proceedings; provided that neither Seller shall counsel will be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party upon demand at its expense has been authorized in writing by the Servicer, (b) the Servicer has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Servicer and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be one or more legal defenses available to them which are different from or additional to those available to the Servicer. The Servicer shall not be liable for any settlement of any such claim or action unless the Servicer shall have consented thereto or be in default on its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Servicer of liability only if such failure is materially prejudicial to the position of the Servicer and then only to the extent of such prejudice. (d) Neither the Transferor, the Depositor or the Servicer nor any of the directors, officers, employees or agents of the Transferor, the Depositor or the Servicer, or members or affiliates of the Depositor shall be under any liability to the Trust or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision -------- ------- shall not protect the Transferor, the Depositor, the Servicer or any such person against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any specific liability imposed on the Transferor, the Depositor or the Servicer herein, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the duties of the Servicer, the Depositor or the Transferor, as the case may be, or by reason of reckless disregard of the obligations and duties of the Servicer, the Depositor or the Transferor, as the case may be, hereunder. The Transferor, the Depositor, the Servicer and any director, officer, employee or agent of the Transferor, the Depositor or the Servicer, or any member or affiliate of the Depositor may rely in good faith on any document of any kind which, prima ----- facie, is properly executed and submitted by any Person respecting any ----- matters arising hereunder. (e) The Servicer, the Transferor and the Depositor and any director, officer, employee or agent of the Servicer, the Transferor or the Depositor shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Home Loan or Home Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Except as otherwise provided herein, neither of the Transferor, the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not related to its respective duties under this Agreement; provided, however, that, except as otherwise -------- ------- provided herein, any of the Transferor, the Depositor, or the Servicer may, with the prior consent of the Trustee, in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be, expenses, costs and liabilities of the Trust, and the Transferor, the Depositor and the Servicer shall be entitled to be reimbursed therefor by such Indemnified Partyout of the Collection Account.

Indemnification; Third Party Claims. Each Seller and Servicer shall indemnify and hold harmless the Purchaser, its Purchaser and any successor servicer or purchaser and each of their present and former directors, officers, agents, employees, affiliates and assignees (each, an "Indemnified Party") from and against any costs, damages, expenses (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, injuries, liabilities or losses ("Losses") suffered or sustained in any way by any such Person, no matter how or when arising (including Losses incurred or sustained in connection with any judgment, award, settlement or settlementrepurchase hereunder), in connection with or relating to (i) a breach by such either Seller or Servicer of any of its representations and warranties contained in Article III or (ii) a breach by such either Seller or Servicer of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof and in accordance with the standard of care in Section 9.03, provided, however, in the case of both of the preceding clauses (i) and (ii), Cendant 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 breach by the Trust of the Trust's representations in Section 3.01, 3.03(3) or 3.03(16), the Indemnified Party's sole right to indemnification shall be from the Trust. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this 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 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 attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party 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 Indemnified PartyPurchaser, 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. All amounts required The Seller agrees that it will not enter into any settlement of any such claim without the consent of the Purchaser. In addition to be paid 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 reimbursed by a Seller hereunder in equity, including, but not limited to, the right to seek damages. The Servicer shall be paid or reimbursed as and from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyclaim in any way relates to the Servicer's indemnification pursuant to this Section 9.01.

Indemnification; Third Party Claims. Each Seller shall The Servicer agrees to indemnify the Purchaser and hold it harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way by any such Personrelated to the failure of the Servicer to observe and perform its duties, no matter how or when arising (including Losses incurred or sustained in connection with any judgmentobligations, awardcovenants, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure agreements to service the Mortgage Loans during the Interim Servicing Period in strict compliance with the terms hereofof this Agreement. The applicable Seller shall immediately 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 (i) the failure of the Seller to observe and perform its duties, obligations, and covenants in strict compliance with the terms of this Agreement, (ii) the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement, (iii) any act or omission on the part of the Seller or any other person or entity in the origination, receiving, processing, funding or servicing of any Mortgage Loan prior to the related Servicing Transfer Date or otherwise arising from the transfer of servicing of the Mortgage Loans provided for in this Agreement or (iv) the Seller’s inability to effect or cause the transfer of the servicing of the Mortgage Loans to a successor servicer pursuant to subsection 7.01 of this Agreement. An indemnifying party hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this AgreementAgreement or a Mortgage Loan, any Mortgage Loan and/or any REO Property assume (iiwith the consent of the Purchaser) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party Purchaser in respect of such claim, but failure to so notify the Purchaser shall not limit its obligations hereunder. Nothing contained herein An indemnifying party hereunder shall prohibit follow any written instructions received from the Indemnified PartyPurchaser in connection with such claim. The Purchaser shall promptly reimburse 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 Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement, at the failure of the Seller to perform its expenseduties 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 Seller or the Servicer. 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 retaining its own counsel all liability that is the subject matter of such claim. The provisions of this Section 8.01 shall survive termination of this Agreement and transfer of the servicing rights. The Purchaser agrees to assist indemnify the Servicer 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 Servicer may sustain in any such proceedings way related to the negligent or improper servicing of the Mortgage Loans after the Servicing Transfer Date. Notwithstanding any provision to observe such proceedings; provided the contrary in this Section 8.01, the Purchaser shall have no obligation to indemnify or hold the Servicer harmless from and against that neither Seller shall be obligated portion of any claim for indemnification that arises from any fact or circumstance for which Purchaser is entitled to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred indemnification by the Indemnified Party upon demand therefor by such Indemnified PartyServicer pursuant to this Section 8.01.

Indemnification; Third Party Claims. Each Seller shall The Servicer agrees to indemnify and hold the Depositor, the Custodian, the Trustee, the NIMS Insurer, the Certificate Insurer, the Advancing Party and each Holder harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, damageslosses, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments, and any other costs, fees and expenses that the Trustee, the Custodian, the NIMS Insurer, the Certificate Insurer, the Advancing Party and any Holder may sustain in any way 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 related to (i) a breach by such Seller the failure of any of the Servicer to perform its representations duties and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereofof this Agreement. The applicable Seller Servicer shall immediately (i) notify the Purchaser Depositor, the Trustee, the Custodian, the NIMS Insurer, the Certificate Insurer, the Advancing Party and each Certificateholder, if a claim is made by a third party with respect to this Agreement, any Mortgage Loan and/or any REO Property and the Servicer shall assume (iiwith the consent of the Custodian, the Trustee, the Advancing Party and the Certificate Insurer) assume the defense of any such claim and pay advance all expenses in connection therewith, including attorneys' feesreasonable counsel fees and expenses, and (iii) promptly advance funds to pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Servicer, the Custodian, the Trustee, the NIMS Insurer, the Certificate Insurer, the Advancing Party and/or any Certificateholder in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither Seller The Servicer shall be obligated reimbursed pursuant to pay or comply with any settlement clause tenth of Sections 6.05(d), (e), (f), (g), (h), (i), and (j) ---------------- - - - - - - for all amounts advanced by it pursuant to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as the preceding sentence, and when incurred for all indemnification payments made by the Indemnified Party upon demand therefor by such Indemnified PartyServicer to the Custodian pursuant to the Custodial Agreement to the extent unrelated to negligence or intentional or willful misconduct of the Servicer, and except that the Servicer shall have no entitlement to any payment pursuant to this sentence when the claim relates directly to the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, in which event the Servicer shall reimburse to the Principal and Interest Account any amount paid to the Servicer as a Reimbursable Amount in respect thereof. The Servicer shall have no lien on the assets of the Trust with respect to amounts advanced pursuant to this Section 9.01 directly as a result of Servicer's failure to ------------ service and administer the Mortgage Loans in compliance with the terms of this Agreement.

Indemnification; Third Party Claims. Each Seller (a) The 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 the Backup Servicer (in its capacity os Backup Servicer and its capacity as 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 harmless each of them against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of any of the Servicer’s representations and warranties and covenants contained in this Agreement or in any way relating to the failure of the Servicer to perform its duties and service the Transferred Loans in compliance with the terms of this Agreement except to the extent such loss arises out of such Servicer Indemnified Party’s fraud, gross negligence or willful misconduct; provided, however, that if the Servicer is not liable pursuant to the provisions of Section 8.01(b) hereof for its failure to perform its duties and service the Transferred Loans in compliance with the terms of this Agreement, then the 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 non-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 Section 3.03 hereto if the effect of such indemnity would be to provide credit recourse to the Originator for the performance of the Transferred Loans. (b) None of the Originator or the Servicer or any of their respective Affiliates, directors, officers, employees or agents shall be under any liability to the Borrower, the Agent or any member of the Lender Group for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Originator, the Servicer or any of their respective Affiliates, directors, officers, employees, agents against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any expense or liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of the respective duties of the Servicer or the Originator, as the case may be. The Originator, the Servicer and any of their respective Affiliates, directors, officers, employees, agents may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (c) The Originator agrees to indemnify and hold harmless the PurchaserBorrower, the Agent, the Backup Servicer (in such capacity and in its directors, officers, agents, employeescapacity as Successor Servicer), and the Lender Group, as the ultimate assignees from the Origiator (each, each an "“Originator Indemnified Party") ,” together with the Servicer Indemnified Parties, the “Indemnified Parties”), from and against any costsloss, damagesliability, expenses expense, damage, claim or injury arising out of or based on (i) any breach of any representation, warranty or covenant of the Originator, the Servicer or their Affiliates, in any Loan Document, including, without limitation, by reason of any acts, omissions, or alleged acts or omissions arising out of activities of the Originator, the Servicer or their Affiliates, and (ii) any untrue statement by the Originator, the Servicer or its Affiliates of any material fact, including, without limitation, any Officer’s Certificate, statement, report or other document or information prepared by any such Person and furnished or to be furnished by it pursuant to or in connection with the transactions contemplated thereby and not corrected prior to completion of the relevant transaction including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the Transferred Loans or any such Person’s business, operations or financial condition, including reasonable attorneys' ’ fees and costs, irrespective of whether other costs or not expenses incurred in connection with the defense of any actual or threatened action, proceeding, proceeding or claim); provided that the Originator shall not indemnify an Originator Indemnified Party to the extent such loss, finesliability, forfeituresexpense, injuriesdamage or injury is due to either an Originator Indemnified Party’s willful misfeasance, liabilities bad faith or losses ("Losses") suffered gross negligence or sustained in any way 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 such Seller reason of any an Originator Indemnified Party’s reckless disregard of its representations and warranties contained obligations hereunder; provided, further, that the Originator shall not be so required to indemnify an Originator Indemnified Party or to otherwise be liable to an Originator Indemnified Party for any losses in Article III or (ii) a breach by such Seller respect of any the non-performance of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with Transferred Loans, the terms hereof. The applicable Seller shall immediately (i) notify creditworthiness of the Purchaser if a claim is made by a third party 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 Section 3.03 hereto if the effect of such indemnity would be to provide credit recourse to the Originator for the performance of the Transferred Loans. The provisions of this Agreementindemnity shall run directly to and be enforceable by an Originator Indemnified Party subject to the limitations hereof. (d) With respect to a claim subject to indemnity hereunder made by any Person against an Indemnified Party (a “Third Party Claim”), such Indemnified Party shall notify the related indemnifying parties (each an “Indemnifying Party”) in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the Indemnifying Parties shall have previously obtained actual knowledge thereof. Thereafter, the Indemnified Party shall deliver to the Indemnifying Parties, within a reasonable time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. No failure to give such notice or deliver such documents shall effect the rights to indemnity hereunder. Each Indemnifying Party shall promptly notify the Agent and the Indemnified Party (if other than the Agent) of any Mortgage Loan and/or claim of which it has been notified and shall promptly notify the Agent and the Indemnified Party (if applicable) of its intended course of action with respect to any REO Property claim. (iie) If a Third Party Claim is made against an Indemnified Party, while maintaining control over its own defense, the Indemnified Party shall cooperate and consult fully with the Indemnifying Party in preparing such defense, and the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of such terms and the Indemnifying Party will promptly reimburse the Indemnified Party upon written request; provided, however, that the Indemnified Party may not settle any claim or litigation without the consent of the Indemnifying Party; provided, further, that the Indemnifying Party shall have the right to reject the selection of counsel by the Indemnified Party if the Indemnifying Party reasonably determines that such counsel is inappropriate in light of the nature of the claim or litigation and shall have the right to assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree litigation if the Indemnifying Party determines that may be entered against it or the Indemnified Party in respect manner of defense of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings claim 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partylitigation is unreasonable.

Indemnification; Third Party Claims. Each of the Seller shall and the Servicer agrees to indemnify the Purchaser and hold it harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way by any related to the failure of such Personparty to observe and perform its duties, no matter how or when arising (including Losses incurred or sustained in connection with any judgmentobligations, awardcovenants, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure agreements to service the Mortgage Loans in strict compliance with the terms hereofof this Agreement; provided that such party 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 applicable 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, or the Servicer, as applicable, shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this AgreementAgreement or the Mortgage Loans, any Mortgage Loan and/or any REO Property assume (iiwith the prior written consent of the Purchaser) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein The Seller, or the Servicer, as applicable, shall prohibit follow any written instructions received from the Indemnified PartyPurchaser in connection with such claim. The Purchaser shall promptly reimburse the Seller, at its expenseor the Servicer, from retaining its own counsel as applicable, for all amounts advanced by it pursuant to assist the two preceding sentences except when the claim relates to the failure of the Servicer to service and administer the Mortgages in any such proceedings strict compliance with the terms of this Agreement, the breach of representation or to observe such proceedings; provided that neither Seller warranty set forth in Sections 3.01 or 3.02, or the negligence, bad faith or willful misconduct of Seller, or the Servicer, as applicable. The provisions of this Section 8.01 shall be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partysurvive termination of this Agreement.

Indemnification; Third Party Claims. Each Seller shall agrees to indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and Purchaser against any costsand all claims, damageslosses, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities or losses ("Losses") suffered or sustained in judgments, and any way by any such Personother costs, no matter how or when arising (including Losses incurred or sustained in connection with any judgment, award, or settlement), in connection with or relating fees and expenses that Purchaser may sustain due to (i) a breach by such the failure of Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in material compliance with the terms hereofof this Agreement. The applicable 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 immediately (i) notify the 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, any Mortgage Loan and/or any REO Property (ii) assume 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 attorneys' fees, and (iii) promptly pay, discharge and satisfy with any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit If Seller fails to assume the Indemnified Partydefense of an action within twenty (20) days after receiving notice, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither then Seller shall be obligated 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 pay or comply with any settlement to which it has not consented. All amounts required to be paid if the matter involves any possible criminal action or reimbursed by proceeding, or contains a Seller hereunder 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 consent of the other party shall be paid void and of no effect with respect to that other party. Purchaser agrees to use reasonable efforts to mitigate any claims tendered to Seller. Purchaser shall assign to Seller all of its claims for recovery against third parties for any indemnification provided by Seller, whether such claims arise pursuant to insurance coverage, contribution, subrogation or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyotherwise.

Indemnification; Third Party Claims. Each Seller The Company shall indemnify each Purchaser and hold it harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "Indemnified Party") from and against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injuriesreasonable and necessary legal fees and related costs, liabilities or losses ("Losses") suffered or sustained judgments, and any other costs, fees and expenses that any Purchaser may sustain in any way 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 related to (i) a breach by such Seller the failure of any of the Company to perform its representations duties and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in strict compliance with the terms hereofof 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 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 party required to pay such punitive, consequential, exemplary or incidental damages). The applicable Seller Company immediately shall immediately (i) notify the Purchaser Purchasers if a claim is made by a third party with respect to this AgreementAgreement or the Mortgage Loans, any Mortgage Loan and/or any REO Property assume (iiwith the prior written consent of the Purchaser) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party any Purchaser in respect of such claim. Nothing contained herein The Company shall prohibit follow any written instructions received from the Indemnified Party, at its expense, from retaining its own counsel Purchaser in connection with such claim. The Purchasers promptly shall reimburse the Company for all amounts advanced by it pursuant to assist the preceding sentence except when the claim is in any such proceedings way related to the Company's indemnification pursuant to Section 3.03, or the failure of the Company to observe such proceedings; provided that neither Seller service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The provisions of this Section 8.01(a) shall be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partysurvive termination of this Agreement.

Indemnification; Third Party Claims. Each The Seller shall agrees to indemnify and hold harmless the Initial Purchaser and any subsequent Purchaser, its any successor servicer and their respective present and former directors, officers, agents, employees, employees and assignees agents (each, an "“Indemnified Party"”) harmless from any and against any costsall claims, losses, damages, expenses (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)penalties, fines, forfeitures, injurieslegal fees and related costs, liabilities judgments, and any other costs, fees and expenses (including, without limitation, any legal fees and expenses, judgments or losses ("Losses"expenses relating to such liability, claim, loss or damage) suffered or sustained that such parties may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. Promptly after receipt 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 such Seller an Indemnified Party under this Section 4.01 of notice of the commencement of any of its representations and warranties contained in Article III or (ii) a breach by action, such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof. The applicable Seller shall immediately (i) notify the Purchaser Indemnified Party will, if a claim in respect thereof is to be made by a third against an indemnifying party 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 Section 4.01, except to the extent that it has been prejudiced in any material respect, or from any liability which it may have, otherwise than under this Section 4.01. The indemnifying party shall assume (with respect to this Agreement, any Mortgage Loan and/or any REO Property (iithe consent of the Indemnified Party) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' attorney’s fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein The indemnifying party shall prohibit the Indemnified Party, at its expense, follow any written instructions received 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by in connection with such Indemnified Partyclaim. The provisions of this Section 4.01 shall survive termination of this Agreement.

Indemnification; Third Party Claims. Each Seller The REIT Servicer shall indemnify the REIT Sub-Trust, UBS and hold harmless the Purchaser, its directors, Owner Trustee and their respective Affiliates and officers, agentsdirectors, employees, agents and assignees advisors (each, each an "“Indemnified Party"”) harmless from and against any costsand all liabilities, claims, losses, damages, expenses (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)penalties, fines, forfeitures, injuriesreasonable legal fees and related costs of counsel, liabilities judgments, and any other costs, fees and expenses (collectively, the “Costs”) that may be imposed on, incurred by or losses ("Losses") suffered or sustained in any way by any assessed against 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 Indemnified Party relating to (i) or arising out of a breach by such Seller third party claim related to the failure of the REIT Servicer, GMAC Mortgage Corporation as sub servicer or any of other sub servicer to perform its representations duties and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in strict compliance with the terms hereof. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to of this Agreement. If an Indemnified Party shall so request, any Mortgage Loan and/or any REO Property (ii) the REIT Servicer shall assume the defense of any such claim and claim. The REIT Servicer shall pay all expenses in connection therewithwith any such claim, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party UBS in respect of such claim. Nothing contained herein UBS promptly shall prohibit reimburse the Indemnified Party, at its expense, from retaining its own counsel REIT Servicer for all amounts advanced by it pursuant to assist the preceding sentence except when the claim is in any such proceedings way related to the failure of the REIT Servicer to service and administer the Mortgage Loans or otherwise to observe such proceedings; provided that neither Seller perform its obligations in strict compliance with the terms of this Agreement. The REIT Servicer shall be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed also reimburse an Indemnified Party as and when incurred by the Indemnified Party upon demand therefor billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights against the REIT Servicer under this Agreement, including without limitation the reasonable fees and expenses of its counsel.

Indemnification; Third Party Claims. Each The Seller shall indemnify the Purchaser and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees Successor Servicer (each, an "“Indemnified Party"”) from and hold them harmless against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeituresforfeitures and reasonable and necessary legal fees and related costs, injuriesjudgments, liabilities or losses ("Losses") suffered or and any other costs, fees and expenses related thereto sustained in any way 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 the Indemnified Party due to (i) a breach by such the failure of the Seller of any of to perform its representations duties and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereofof this Agreement. The applicable Seller Purchaser shall immediately (i) notify the Seller if a claim is made by a third party with respect to Seller’s breach of this Agreement. The Seller immediately shall notify the Purchaser if a claim is made by a third party with respect to this AgreementAgreement or the Mortgage Loans, any Mortgage Loan and/or any REO Property and if such claim is prior to the Servicing Transfer Date, assume (iiwith the prior written consent of the Purchaser) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' counsel fees, and (iii) promptly pay, discharge and satisfy any judgment, award, judgment or decree that which may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein The Seller shall prohibit follow any written instructions received from the Indemnified Party, at its expense, from retaining its own counsel Purchaser in connection with such claim. The Purchaser promptly shall reimburse the Seller for all amounts advanced by it pursuant to assist the preceding sentence except when the claim is in any such proceedings way related to the Seller’s indemnification pursuant to Section 3.03, or the failure of the Seller to observe such proceedings; provided that neither Seller service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The provisions of this Section 7.01 shall be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partysurvive termination of this Agreement.

Indemnification; Third Party Claims. Each Seller and Servicer shall jointly and severally indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (each, an "“Indemnified Party"”) from and against any costs, damages, expenses (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, injuries, liabilities or losses ("“Losses"”) suffered or sustained in any way 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 such either Seller of any of its representations and warranties contained in Article III or (ii) a breach by such either Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof and in accordance with the standard of 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 breach by the Trust of the Trust’s representations in Section 3.01, 3.03(3) or 3.03(16), the Indemnified Party’s sole right to indemnification shall be from the Trust. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage 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 attorneys' ’ fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party Purchaser in respect of such claim. Nothing contained herein shall prohibit the Indemnified PartyPurchaser, 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. All amounts required to be paid or reimbursed by a Seller hereunder The Servicer shall be paid or reimbursed as and from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the second preceding sentence except when incurred by the Indemnified Party upon demand therefor by such Indemnified Partyclaim in any way relates to the Servicer’s indemnification pursuant to this Section 9.01. The indemnification obligation of the Sellers set forth herein shall survive the termination of this Agreement notwithstanding any applicable statute of limitations, which the Seller hereby expressly waives.

Indemnification; Third Party Claims. Each Seller (a) The Servicer shall indemnify the Transferor, the Trust, the Owner Trustee, the Co-Owner Trustee, the Depositor and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees Indenture Trustee (each, each an "Indemnified Party") from and hold harmless each of them against any costsand all claims, losses, damages, expenses (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)penalties, fines, forfeitures, injuriesreasonable legal fees and related costs, liabilities judgments, and other costs and expenses resulting from any claim, demand, defense or losses ("Losses") suffered assertion based on or sustained grounded upon, or resulting from, a breach of any of the Servicer's representations and warranties and covenants contained in this Agreement or in any way 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 such Seller the failure of any of the Servicer to perform its representations duties and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms of this Agreement; provided, however, that if the Servicer is not liable, pursuant to the provisions of Section 9.01(d) hereof. , for its failure to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement, then the provisions of this Section 9.01 shall have no force and effect with respect to such failure. (b) The applicable Seller Transferor, the Owner Trustee, the Co-Owner Trustee, the Depositor or the Indenture Trustee, as the case may be, shall immediately (i) promptly notify the Purchaser Servicer if a claim is made by a third party with respect to a breach of any of the Servicer's representations and warranties and covenants contained in this Agreement or in any way relating to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall promptly notify the Indenture Trustee and the Depositor of any claim of which it has been notified pursuant to this Section 9.01 by a Person other than the Depositor and, in any Mortgage Loan and/or event, shall promptly notify the Depositor of its intended course of action with respect to any REO Property claim. (iic) The Servicer shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim and pay all expenses in connection therewith, including attorneys' feesreasonable cooperation with, and (iii) promptly paywith the reasonable cooperation of, discharge and satisfy any judgment, award, or decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining . The Indemnified Party will have the right to employ its own counsel to assist in any such proceedings or action in addition to observe the counsel of the Servicer, but the fees and expenses of such proceedings; provided that neither Seller shall counsel will be obligated to pay or comply with any settlement to which it has not consented. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred at the expense of such Indemnified Party unless (a) the employment of counsel by the Indemnified Party upon demand at its expense has been authorized in writing by the Servicer, (b) the Servicer has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Servicer and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be one or more legal defenses available to them which are different from or additional to those available to the Servicer. The Servicer shall not be liable for any settlement of any such claim or action unless the Servicer shall have consented thereto or be in default on its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Servicer of liability only if such failure is materially prejudicial to the position of the Servicer, and then only to the extent of such prejudice. (d) Neither the Transferor, the Depositor or the Servicer nor any of the directors, officers, employees or agents of the Transferor, the Depositor or the Servicer, or members or affiliates of the Depositor shall be under any liability to the Trust or the Securityholders for any action taken, or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Transferor, the Depositor, the Servicer or any such person against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any specific liability imposed on the Transferor, the Depositor or the Servicer herein, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the duties of the Servicer, the Depositor or the Transferor, as the case may be, or by reason of reckless disregard of the obligations and duties of the Servicer, the Depositor or the Transferor, as the case may be, hereunder. The Transferor, the Depositor, the Servicer and any director, officer, employee or agent of the Transferor, the Depositor or the Servicer, or any member or affiliate of the Depositor may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (e) The Servicer, the Transferor and the Depositor and any director, officer, employee or agent of the Servicer, the Transferor or the Depositor shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Securities, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Except as otherwise provided herein, neither of the Transferor, the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not related to its respective duties under this Agreement; provided, however, that, except as otherwise provided herein, any of the Transferor, the Depositor, or the Servicer may, with the prior consent of the Indenture Trustee, in its discretion, undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Transferor, the Depositor and the Servicer shall be entitled to be reimbursed therefor by such Indemnified Partyout of the Collection Account.

Indemnification; Third Party Claims. Each Seller (a) The 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 harmless each of them against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of any of the Servicer’s representations and warranties and covenants contained in this Agreement or in any way relating to the failure of the Servicer to perform its duties and service the Transferred Loans in compliance with the terms of this Agreement except to the extent such loss arises out of such Servicer Indemnified Party’s fraud, gross negligence or willful misconduct; provided, however, that if the Servicer is not liable pursuant to the provisions of Section 8.01(b) hereof for its failure to perform its duties and service the Transferred Loans in compliance with the terms of this Agreement, then the 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 non-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 Section 3.03 hereto if the effect of such indemnity would be to provide credit recourse to the Originator for the performance of the Transferred Loans. (b) None of the Originator or the Servicer or any of their respective Affiliates, directors, officers, employees or agents shall be under any liability to the Borrower, the Agent or any member of the Lender Group for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Originator, the Servicer or any of their respective Affiliates, directors, officers, employees, agents against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any expense or liability which would otherwise be imposed by reason of misfeasance, bad faith or gross negligence in the performance of the respective duties of the Servicer or the Originator, as the case may be. The Originator, the Servicer and any of their respective Affiliates, directors, officers, employees, agents may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (c) The Originator agrees to indemnify and hold harmless the PurchaserBorrower, its directorsthe Agent, officers, agents, employeesany Successor Servicer, and the Lender Group, as the ultimate assignees from the Originator (each, each an "“Originator Indemnified Party") ,” together with the Servicer Indemnified Parties, the “Indemnified Parties”), from and against any costsloss, damagesliability, expenses expense, damage, claim or injury arising out of or based on (i) any breach of any representation, warranty or covenant of the Originator, the Servicer or their Affiliates, in any Loan Document, including, without limitation, by reason of any acts, omissions, or alleged acts or omissions arising out of activities of the Originator, the Servicer or their Affiliates, and (ii) any untrue statement by the Originator, the Servicer or its Affiliates of any material fact, including, without limitation, any Officer’s Certificate, statement, report or other document or information prepared by any such Person and furnished or to be furnished by it pursuant to or in connection with the transactions contemplated thereby and not corrected prior to completion of the relevant transaction including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the Transferred Loans or any such Person’s business, operations or financial condition, including reasonable attorneys' ’ fees and costs, irrespective of whether other costs or not expenses incurred in connection with the defense of any actual or threatened action, proceeding, proceeding or claim); provided that the Originator shall not indemnify an Originator Indemnified Party to the extent such loss, finesliability, forfeituresexpense, injuriesdamage or injury is due to either an Originator Indemnified Party’s willful misfeasance, liabilities bad faith or losses ("Losses") suffered gross negligence or sustained in any way 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 such Seller reason of any an Originator Indemnified Party’s reckless disregard of its representations and warranties contained obligations hereunder; provided, further, that the Originator shall not be so required to indemnify an Originator Indemnified Party or to otherwise be liable to an Originator Indemnified Party for any losses in Article III or (ii) a breach by such Seller respect of any the non-performance of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with Transferred Loans, the terms hereof. The applicable Seller shall immediately (i) notify creditworthiness of the Purchaser if a claim is made by a third party 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 Section 3.03 hereto if the effect of such indemnity would be to provide credit recourse to the Originator for the performance of the Transferred Loans. The provisions of this Agreementindemnity shall run directly to and be enforceable by an Originator Indemnified Party subject to the limitations hereof. (d) With respect to a claim subject to indemnity hereunder made by any Person against an Indemnified Party (a “Third Party Claim”), such Indemnified Party shall notify the related indemnifying parties (each an “Indemnifying Party”) in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the Indemnifying Parties shall have previously obtained actual knowledge thereof. Thereafter, the Indemnified Party shall deliver to the Indemnifying Parties, within a reasonable time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. No failure to give such notice or deliver such documents shall affect the rights to indemnity hereunder. Each Indemnifying Party shall promptly notify the Agent and the Indemnified Party (if other than the Agent) of any Mortgage Loan and/or claim of which it has been notified and shall promptly notify the Agent and the Indemnified Party (if applicable) of its intended course of action with respect to any REO Property claim. (iie) If a Third Party Claim is made against an Indemnified Party, while maintaining control over its own defense, the Indemnified Party shall cooperate and consult fully with the Indemnifying Party in preparing such defense, and the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of such terms and the Indemnifying Party will promptly reimburse the Indemnified Party upon written request; provided, however, that the Indemnified Party may not settle any claim or litigation without the consent of the Indemnifying Party; provided, further, that the Indemnifying Party shall have the right to reject the selection of counsel by the Indemnified Party if the Indemnifying Party reasonably determines that such counsel is inappropriate in light of the nature of the claim or litigation and shall have the right to assume the defense of any such claim and pay all expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree litigation if the Indemnifying Party determines that may be entered against it or the Indemnified Party in respect manner of defense of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings claim 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. All amounts required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party upon demand therefor by such Indemnified Partylitigation is unreasonable.