Common use of Liability and Indemnification of the Subservicer and KRECM Clause in Contracts

Liability and Indemnification of the Subservicer and KRECM. (a) Neither the Subservicer nor any of its directors, officers, agents or employees (the “Subservicer Parties”) shall (subject to Section 6.01(a)) be under any liability to KRECM 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 Subservicer or any such Person against any breach of a representation or warranty made in this Agreement, or against any expense or liability specifically required to be borne thereby without right of reimbursement pursuant to the terms of this Agreement or imposed on the Subservicer pursuant to Section 2.01 for a breach of the Accepted Subservicing Practices, or against any liability which would otherwise be imposed by Section 5.02(c), including by reason of misfeasance, bad faith, fraud, negligence or willful violation of applicable law in the performance of its obligations or duties under this Agreement or by reason of the negligent disregard of its obligations or duties under this Agreement. The Subservicer and any director, officer, agent or employee of the Subservicer may rely in good faith on any document of any kind that, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising under this Agreement. (b) KRECM shall indemnify and hold harmless the Subservicer Parties from and against any loss, liability, cost or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim incurred (i) related to any servicing of any Mortgage Loan by any Person other than the Subservicer prior to the Effective Date of this Agreement, (ii) by reason of KRECM’s (A) willful misfeasance, bad faith or negligence in the performance of any of its obligations or duties under this Agreement, (B) material breach of any of its covenants, obligations or duties under this Agreement, (C) willful violation of applicable law in the performance of any of its obligations or duties under this Agreement, or (D) breach of a representation or warranty made by KRECM in this Agreement, or (iii) by reason of the taking, or the refraining from the taking, of any action, by the Subservicer, pursuant to the express written direction of KRECM (knowledge or approval by KRECM not being “direction” for this purpose). Subservicer shall not have any direct rights of indemnification that may be satisfied out of assets of the related Trust Fund. KRECM agrees to use reasonable efforts to pursue the Trust for Amended & Restated Master Subservicing Agreement indemnification against any loss, liability or expense incurred by the Subservicer in connection with the performance of the Subservicer’s duties and obligations under this Agreement as to which the PSA grants to KRECM’s agents a right to indemnification from the Trust Fund. (c) The Subservicer shall cooperate with KRECM and its agents in connection with any effort by KRECM to pursue the Trust for indemnification at any time, including by providing copies or originals from any applicable Subservicing Files and making employees and agents with knowledge related to the applicable matter available to KRECM, including by providing affidavits and testimony in connection with any litigation or similar proceeding. To the extent allowed by the related PSA, KRECM agrees to use reasonable efforts to pursue the Trust for any indemnification costs due to the Subservicer. KRECM shall cooperate with the Subservicer and its agents in connection with any effort by Subservicer to pursue the Trust for indemnification (if and only to the extent permitted to pursue the Trust pursuant to the related PSA) at any time. KRECM shall also assist Subservicer with respect to any indemnification at any time, including by providing copies or originals from any applicable KRECM Files and making employees and agents with knowledge related to the applicable matter available to Subservicer, including by providing affidavits and testimony in connection with any litigation or similar proceeding. (d) The Subservicer shall indemnify and hold harmless KRECM and any directors, officers, agents or employees of KRECM (the “KRECM Parties”) from and against any loss, damage, liability, penalty, fine, forfeiture, cost or expense (including reasonable legal fees and expenses) incurred in connection with any claim or legal action incurred by reason of the Subservicer’s (i) breach of any representation or warranty made by it in this Agreement, (ii) breach of its obligations under Section 3.06, (iii) certification required under Section 3.06 containing any material inaccuracy, (iv) willful misconduct, misfeasance, bad faith, or negligence in the performance of any of its obligations or duties under this Agreement, (v) material breach of any of its covenants, obligations or duties under this Agreement, (vi) willful violation of applicable law in the performance of any of its obligations or duties under this Agreement; provided that the Subservicer shall not be required to indemnify or hold harmless KRECM for taking any action or refraining from taking any action at the express direction of KRECM or with the specific consent of KRECM, or (vii) breach of Accepted Subservicing Practices. (e) As promptly as reasonably practicable after receipt by any Subservicer Party or KRECM Party, as applicable, seeking indemnification under this Agreement (each an “Indemnified Party”), of notice of the commencement of any action, such Indemnified Party will notify KRECM or the Subservicer, as applicable (the “Indemnifying Party”), in writing of the commencement thereof; but the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to any Indemnified Party under this Section 5.02, except to the extent that such omission has prejudiced the Indemnifying Party in any material respect, or from any other liability the Indemnifying Party may otherwise have under this Agreement. 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 selected by the Indemnifying Party and reasonably satisfactory to such Indemnified Party; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or them or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel reasonably satisfactory to the Indemnifying Party to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party. Amended & Restated Master Subservicing Agreement Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election to so assume the defense of such action and approval of counsel by the Indemnified Party (which approval may not be unreasonably withheld, conditioned or delayed), the Indemnifying Party will not be liable for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel reasonably satisfactory to the Indemnifying Party in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing all the Indemnified Parties under this Section 5.02 who are parties to such action), (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 the employment of counsel for the Indemnified Party reasonably acceptable to the Indemnifying Party and at the expense of the Indemnifying Party; and except that, if clause (i) or (iii) is applicable, such liability shall only be in respect of the counsel referred to in such clause (i) or (iii). The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent may not be unreasonably withheld, conditioned or delayed) but, if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment to the extent required by this Section 5.02. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested the Indemnifying Party, in writing, to reimburse the Indemnified Party for reasonable fees and expenses of counsel incurred in good faith or any other reasonable expenses incurred in good faith for which the Indemnifying Party is obligated hereunder, the Indemnifying Party shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) days after receipt by the Indemnifying Party of the aforesaid request, (ii) the Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement, and (iii) such settlement or compromise or consent does not include an express statement as to, or an express admission of, fault, culpability, negligence or a failure to act by or on behalf of the Indemnifying Party or an agent thereof. If the Indemnifying Party assumes the defense of any proceeding, it shall be entitled to settle such proceeding (x) with the consent of the Indemnified Party or (y) if such settlement provides for an unconditional release of the Indemnified Party in connection with all matters relating to the proceeding that have been asserted against the Indemnified Party in such proceeding by the other parties to such settlement, which release does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party, without the consent of the Indemnified Party. (f) This Section 5.02 shall survive the termination of this Agreement and the termination or resignation of KRECM or the Subservicer.

Liability and Indemnification of the Subservicer and KRECM. (a) Neither the Subservicer nor any of its directors, officers, agents or employees (the “Subservicer Parties”) shall (subject to Section 6.01(a)) be under any liability to KRECM 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 Subservicer or any such Person against any breach of a representation or warranty made in this Agreement, or against any expense or liability specifically required to be borne thereby without right of reimbursement pursuant to the terms of this Agreement or imposed on the Subservicer pursuant to Section 2.01 for a breach of the Accepted Subservicing Practices, or against any liability which would otherwise be imposed by Section 5.02(c), including by reason of misfeasance, bad faith, fraud, negligence or willful violation of applicable law in the performance of its obligations or duties under this Agreement or by reason of the negligent disregard of its obligations or duties under this Agreement. The Subservicer and any director, officer, agent or employee of the Subservicer may rely in good faith on any document of any kind that, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising under this Agreement. (b) KRECM shall indemnify and hold harmless the Subservicer Parties from and against any loss, liability, cost or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim incurred (i) related to any servicing of any Mortgage Loan by any Person other than the Subservicer prior to the Effective Date of this Agreement, (ii) by reason of KRECM’s (A) willful misfeasance, bad faith or negligence in the performance of any of its obligations or duties under this Agreement, (B) material breach of any of its covenants, obligations or duties under this Agreement, (C) willful violation of applicable law in the performance of any of its obligations or duties under this Agreement, or (D) breach of a representation or warranty made by KRECM in this Agreement, or (iii) by reason of the taking, or the refraining from the taking, of any action, by the Subservicer, pursuant to the express written direction of KRECM (knowledge or approval by KRECM not being “direction” for this purpose). Subservicer shall not have any direct rights of indemnification that may be satisfied out of assets of the related Trust Fund. KRECM agrees to use reasonable efforts to pursue the Trust for Amended & Restated Master Subservicing Agreement indemnification against any loss, liability or expense incurred by the Subservicer in connection with the performance of the Subservicer’s duties and obligations under this Agreement as to which the PSA grants to KRECM’s agents a right to indemnification from the Trust Fund. (c) The Subservicer shall cooperate with KRECM and its agents in connection with any effort by KRECM to pursue the Trust for indemnification at any time, including by providing copies or originals from any applicable Subservicing Files and making employees and agents with knowledge related to the applicable matter available to KRECM, including by providing affidavits and testimony in connection with any litigation or similar proceeding. To the extent allowed by the related PSA, KRECM agrees to use reasonable efforts to pursue the Trust for any indemnification costs due to the Subservicer. KRECM shall cooperate with the Subservicer and its agents in connection with any effort by Subservicer to pursue the Trust for indemnification (if and only to the extent permitted to pursue the Trust pursuant to the related PSA) at any time. KRECM shall also assist Subservicer with respect to any indemnification at any time, including by providing copies or originals from any applicable KRECM Files and making employees and agents with knowledge related to the applicable matter available to Subservicer, including by providing affidavits and testimony in connection with any litigation or similar proceeding. (d) The Subservicer shall indemnify and hold harmless KRECM and any directors, officers, agents or employees of KRECM (the “KRECM Parties”) from and against any loss, damage, liability, penalty, fine, forfeiture, cost or expense (including reasonable legal fees and expenses) incurred in connection with any claim or legal action incurred by reason of the Subservicer’s (i) breach of any representation or warranty made by it in this Agreement, (ii) breach of its obligations under Section 3.06, (iii) certification required under Section 3.06 containing any material inaccuracy, (iv) willful misconduct, misfeasance, bad faith, or negligence in the performance of any of its obligations or duties under this Agreement, (v) material breach of any of its covenants, obligations or duties under this Agreement, (vi) willful violation of applicable law in the performance of any of its obligations or duties under this Agreement; provided that the Subservicer shall not be required to indemnify or hold harmless KRECM for taking any action or refraining from taking any action at the express direction of KRECM or with the specific consent of KRECM, or (vii) breach of Accepted Subservicing Practices. (e) As promptly as reasonably practicable after receipt by any Subservicer Party or KRECM Party, as applicable, seeking indemnification under this Agreement (each an “Indemnified Party”), of notice of the commencement of any action, such Indemnified Party will notify KRECM or the Subservicer, as applicable (the “Indemnifying Party”), in writing of the commencement thereof; but the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to any Indemnified Party under this Section 5.02, except to the extent that such omission has prejudiced the Indemnifying Party in any material respect, or from any other liability the Indemnifying Party may otherwise have under this Agreement. 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 selected by the Indemnifying Party and reasonably satisfactory to such Indemnified Party; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or them or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel reasonably satisfactory to the Indemnifying Party to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party. Amended & Restated Master Subservicing Agreement Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election to so assume the defense of such action and approval of counsel by the Indemnified Party (which approval may not be unreasonably withheld, conditioned or delayed), the Indemnifying Party will not be liable for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel reasonably satisfactory to the Indemnifying Party in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing all the Indemnified Parties under this Section 5.02 who are parties to such action), (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 the employment of counsel for the Indemnified Party reasonably acceptable to the Indemnifying Party and at the expense of the Indemnifying Party; and except that, if clause (i) or (iii) is applicable, such liability shall only be in respect of the counsel referred to in such clause (i) or (iii). The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent may not be unreasonably withheld, conditioned or delayed) but, if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment to the extent required by this Section 5.02. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested the Indemnifying Party, in writing, to reimburse the Indemnified Party for reasonable fees and expenses of counsel incurred in good faith or any other reasonable expenses incurred in good faith for which the Indemnifying Party is obligated hereunder, the Indemnifying Party shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) days after receipt by the Indemnifying Party of the aforesaid request, (ii) the Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement, and (iii) such settlement or compromise or consent does not include an express statement as to, or an express admission of, fault, culpability, negligence or a failure to act by or on behalf of the Indemnifying Party or an agent thereof. If the Indemnifying Party assumes the defense of any proceeding, it shall be entitled to settle such proceeding (x) with the consent of the Indemnified Party or (y) if such settlement provides for an unconditional release of the Indemnified Party in connection with all matters relating to the proceeding that have been asserted against the Indemnified Party in such proceeding by the other parties to such settlement, which release does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party, without the consent of the Indemnified Party. (f) This Section 5.02 shall survive the termination of this Agreement and the termination or resignation of KRECM or the Subservicer.

Liability and Indemnification of the Subservicer and KRECM. (a) Neither the Subservicer nor any of its directors, officers, agents or employees (the “Subservicer Parties”) shall (subject to Section 6.01(a)) be under any liability to KRECM 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 Subservicer or any such Person against any breach of a representation or warranty made in this Agreement, or against any expense or liability specifically required to be borne thereby without right of reimbursement pursuant to the terms of this Agreement or imposed on the Subservicer pursuant to Section 2.01 for a breach of the Accepted Subservicing Practices, or against any liability which would otherwise be imposed by Section 5.02(c), including by reason of misfeasance, bad faith, fraud, negligence or willful violation of applicable law in the performance of its obligations or duties under this Agreement or by reason of the negligent disregard of its obligations or duties under this Agreement. The Subservicer and any director, officer, agent or employee of the Subservicer may rely in good faith on any document of any kind that, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising under this Agreement. (b) KRECM shall indemnify and hold harmless the Subservicer Parties from and against any loss, liability, cost or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim incurred (i) related to any servicing of any Mortgage Loan by any Person other than the Subservicer prior to the Effective Date of this Agreement, (ii) by reason of KRECM’s (A) willful misfeasance, bad faith or negligence in the performance of any of its obligations or duties under this Agreement, (B) material breach of any of its covenants, obligations or duties under this Agreement, (C) willful violation of applicable law in the performance of any of its obligations or duties under this Agreement, or (D) breach of a representation or warranty made by KRECM in this Agreement, or (iii) by reason of the taking, or the refraining from the taking, of any action, by the Subservicer, pursuant to the express written direction of KRECM (knowledge or approval by KRECM not being “direction” for this purpose). Subservicer shall not have any direct rights of indemnification that may be satisfied out of assets of the related Trust Fund. KRECM agrees to use reasonable efforts to pursue the Trust for Amended & Restated Master Subservicing Agreement indemnification against any loss, liability or expense incurred by the Subservicer in connection with the performance of the Subservicer’s duties and obligations under this Agreement as to which the PSA grants to KRECM’s agents a right to indemnification from the Trust Fund. (c) The Subservicer shall cooperate with KRECM and its agents in connection with any effort by KRECM to pursue the Trust for indemnification at any time, including by providing copies or originals from any applicable Subservicing Files and making employees and agents with knowledge related to the applicable matter available to KRECM, including by providing affidavits and testimony in connection with any litigation or similar proceeding. To the extent allowed by the related PSA, KRECM agrees to use reasonable efforts to pursue the Trust for any indemnification costs due to the Subservicer. KRECM shall cooperate with the Subservicer and its agents in connection with any effort by Subservicer to pursue the Trust for indemnification (if and only to the extent permitted to pursue the Trust pursuant to the related PSA) at any time. KRECM shall also assist Subservicer with respect to any indemnification at any time, including by providing copies or originals from any applicable KRECM Files and making employees and agents with knowledge related to the applicable matter available to Subservicer, including by providing affidavits and testimony in connection with any litigation or similar proceeding. (d) The Subservicer shall indemnify and hold harmless KRECM and any directors, officers, agents or employees of KRECM (the “KRECM Parties”) from and against any loss, damage, liability, penalty, fine, forfeiture, cost or expense (including reasonable legal fees and expenses) incurred in connection with any claim or legal action incurred by reason of the Subservicer’s (i) breach of any representation or warranty made by it in this Agreement, (ii) breach of its obligations under Section 3.06, (iii) certification required under Section 3.06 containing any material inaccuracy, (iv) willful misconduct, misfeasance, bad faith, or negligence in the performance of any of its obligations or duties under this Agreement, (v) material breach of any of its covenants, obligations or duties under this Agreement, (vi) willful violation of applicable law in the performance of any of its obligations or duties under this Agreement; provided that the Subservicer shall not be required to indemnify or hold harmless KRECM for taking any action or refraining from taking any action at the express direction of KRECM or with the specific consent of KRECM, or (vii) breach of Accepted Subservicing Practices. (e) As promptly as reasonably practicable after receipt by any Subservicer Party or KRECM Party, as applicable, seeking indemnification under this Agreement (each an “Indemnified Party”), of notice of the commencement of any action, such Indemnified Party will notify KRECM or the Subservicer, as applicable (the “Indemnifying Party”), in writing of the commencement thereof; but the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to any Indemnified Party under this Section 5.02, except to the extent that such omission has prejudiced the Indemnifying Party in any material respect, or from any other liability the Indemnifying Party may otherwise have under this Agreement. 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 selected by the Indemnifying Party and reasonably satisfactory to such Indemnified Party; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or them or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel reasonably satisfactory to the Indemnifying Party to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party. Amended & Restated Master Subservicing Agreement Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election to so assume the defense of such action and approval of counsel by the Indemnified Party (which approval may not be unreasonably withheld, conditioned or delayed), the Indemnifying Party will not be liable for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel reasonably satisfactory to the Indemnifying Party in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing all the Indemnified Parties under this Section 5.02 who are parties to such action), (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 the employment of counsel for the Indemnified Party reasonably acceptable to the Indemnifying Party and at the expense of the Indemnifying Party; and except that, if clause (i) or (iii) is applicable, such liability shall only be in respect of the counsel referred to in such clause (i) or (iii). The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent may not be unreasonably withheld, conditioned or delayed) but, if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment to the extent required by this Section 5.02. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested the Indemnifying Party, in writing, to reimburse the Indemnified Party for reasonable fees and expenses of counsel incurred in good faith or any other reasonable expenses incurred in good faith for which the Indemnifying Party is obligated hereunder, the Indemnifying Party shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) days after receipt by the Indemnifying Party of the aforesaid request, (ii) the Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement, and (iii) such settlement or compromise or consent does not include an express statement as to, or an express admission of, fault, culpability, negligence or a failure to act by or on behalf of the Indemnifying Party or an agent thereof. If the Indemnifying Party assumes the defense of any proceeding, it shall be entitled to settle such proceeding (x) with the consent of the Indemnified Party or (y) if such settlement provides for an unconditional release of the Indemnified Party in connection with all matters relating to the proceeding that have been asserted against the Indemnified Party in such proceeding by the other parties to such settlement, which release does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party, without the consent of the Indemnified Party. (f) This Section 5.02 shall survive the termination of this Agreement and the termination or resignation of KRECM or the Subservicer.

Liability and Indemnification of the Subservicer and KRECM. (a) Neither the Subservicer nor any of its directors, officers, agents or employees (the “"Subservicer Parties”") shall (subject to Section 6.01(a)) be under any liability to KRECM 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 Subservicer or any such Person against any breach of a representation or warranty made in this Agreement, or against any expense or liability specifically required to be borne thereby without right of reimbursement pursuant to the terms of this Agreement or imposed on the Subservicer pursuant to Section 2.01 for a breach of the Accepted Subservicing Practices, or against any liability which would otherwise be imposed by Section 5.02(c), including by reason of willful misfeasance, bad faith, fraud, negligence or willful violation of applicable law in the performance of its obligations or duties under this Agreement or by reason of the negligent disregard of its obligations or duties under this Agreement. The Subservicer and any director, officer, agent or employee of the Subservicer may rely in good faith on any document of any kind that, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising under this Agreement. (b) KRECM shall indemnify and hold harmless the Subservicer Parties from and against any loss, liability, cost or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim incurred (i) related to any servicing of any Mortgage Loan by any Person other than the Subservicer prior to the Effective Date of this Agreement, (ii) by reason of KRECM’s 's (A) willful misfeasance, bad faith or negligence in the performance of any of its obligations or duties under this Agreement, (B) material breach of any of its covenants, obligations or duties under this Agreement, (C) willful violation of applicable law in the performance of any of its obligations or duties under this Agreement, or (D) breach of a representation or warranty made by KRECM in this Agreement, or (iii) by reason of the taking, or the refraining from the taking, of any action, by the Subservicer, pursuant to the express written direction of KRECM (knowledge or approval by KRECM not being “"direction” " for this purpose). Subservicer shall not have any direct rights of indemnification that may be satisfied out of assets of the related Trust Fund. KRECM agrees to use reasonable efforts to pursue the Trust for Amended & Restated Master Subservicing Agreement indemnification against any loss, liability or expense incurred by the Subservicer in connection with the performance of the Subservicer’s 's duties and obligations under this Agreement as to which the PSA grants to KRECM’s 's agents a right to indemnification from the Trust Fund. (c) The Subservicer shall cooperate with KRECM and its agents in connection with any effort by KRECM to pursue the Trust for indemnification at any time, including by providing copies or originals from any applicable Subservicing Files and making employees and agents with knowledge related to the applicable matter available to KRECM, including by providing affidavits and testimony in connection with any litigation or similar proceeding. To the extent allowed by the related PSA, KRECM agrees to use reasonable efforts to pursue the Trust for any indemnification costs due to the Subservicer. KRECM shall cooperate with the Subservicer and its agents in connection with any effort by Subservicer to pursue the Trust for indemnification (if and only to the extent permitted to pursue the Trust pursuant to the related PSA) at any time. KRECM shall also assist Subservicer with respect to any indemnification at any time, including by providing copies or originals from any applicable KRECM Files and making employees and agents with knowledge related to the applicable matter available to Subservicer, including by providing affidavits and testimony in connection with any litigation or similar proceeding. (d) The Subservicer shall indemnify and hold harmless KRECM and any directors, officers, agents or employees of KRECM (the “"KRECM Parties”") from and against any loss, damage, liability, penalty, fine, forfeiture, cost or expense (including reasonable legal fees and expenses) incurred in connection with any claim or legal action incurred by reason of the Subservicer’s 's (i) breach of any representation or warranty made by it in this Agreement, (ii) breach of its obligations under Section 3.06, (iii) certification required under Section 3.06 containing any material inaccuracy, (iv) willful misconduct, misfeasance, bad faith, or negligence in the performance of any of its obligations or duties under this Agreement, (v) material breach of any of its covenants, obligations or duties under this Agreement, (vi) willful violation of applicable law in the performance of any of its obligations or duties under this Agreement, or (vii) breach of Accepted Subservicing Practices; provided that the Subservicer shall not be required to indemnify or hold harmless KRECM for taking any action or refraining from taking any action at the express direction of KRECM or with the specific consent of KRECM, or (vii) breach of Accepted Subservicing Practices. (e) As promptly as reasonably practicable after receipt by any Subservicer Party or KRECM Party, as applicable, seeking indemnification under this Agreement (each an “"Indemnified Party”"), of notice of the commencement of any action, such Indemnified Party will notify KRECM or the Subservicer, as applicable (the “"Indemnifying Party”"), in writing of the commencement thereof; but the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to any Indemnified Party under this Section 5.02, except to the extent that such omission has prejudiced the Indemnifying Party in any material respect, or from any other liability the Indemnifying Party may otherwise have under this Agreement. 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 selected by the Indemnifying Party and reasonably satisfactory to such Indemnified Party; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or them or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel reasonably satisfactory to the Indemnifying Party to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party. Amended & Restated Master Subservicing Agreement Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election to so assume the defense of such action and approval of counsel by the Indemnified Party (which approval may not be unreasonably withheld, conditioned or delayed), the Indemnifying Party will not be liable for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel reasonably satisfactory to the Indemnifying Party in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing all the Indemnified Parties under this Section 5.02 who are parties to such action), (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 the employment of counsel for the Indemnified Party reasonably acceptable to the Indemnifying Party and at the expense of the Indemnifying Party; and except that, if clause (i) or (iii) is applicable, such liability shall only be in respect of the counsel referred to in such clause (i) or (iii). The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent may not be unreasonably withheld, conditioned or delayed) but, if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment to the extent required by this Section 5.02. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested the Indemnifying Party, in writing, to reimburse the Indemnified Party for reasonable fees and expenses of counsel incurred in good faith or any other reasonable expenses incurred in good faith for which the Indemnifying Party is obligated hereunder, the Indemnifying Party shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) days after receipt by the Indemnifying Party of the aforesaid request, (ii) the Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement, and (iii) such settlement or compromise or consent does not include an express statement as to, or an express admission of, fault, culpability, negligence or a failure to act by or on behalf of the Indemnifying Party or an agent thereof. If the Indemnifying Party assumes the defense of any proceeding, it shall be entitled to settle such proceeding (x) with the consent of the Indemnified Party or (y) if such settlement provides for an unconditional release of the Indemnified Party in connection with all matters relating to the proceeding that have been asserted against the Indemnified Party in such proceeding by the other parties to such settlement, which release does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party, without the consent of the Indemnified Party. (f) The Subservicer shall use efforts consistent with Accepted Subservicing Practices to mitigate and minimize any actual losses, liabilities, claims, judgments, damages, deficiencies, penalties, fines, interest, costs, and expenses of any sort, including reasonable attorneys' fees and expenses that are not otherwise reimbursed under the terms and provisions of any PSA (collectively, "Losses"), incurred by reason of or in any way associated with any investigation or defense of any Claim, including Losses resulting or arising from, or caused by, any action or omission by any prior servicer under any PSA prior to the Effective Date. The Subservicer to the extent possible, shall use efforts consistent with Accepted Subservicing Practices to pursue any counterclaim, offset, insurance settlement, or other claims that could result in a recovery from a Borrower or other third party or the receipt of insurance proceeds that would reduce any such Losses, including diligently pursuing Borrowers and making prompt and proper application for receipt of insurance proceeds. The Subservicer shall promptly notify KRECM if it discovers or otherwise becomes aware of any action or omission of any prior servicer under a PSA that has resulted in, or could result in, any Losses. (g) This Section 5.02 shall survive the termination of this Agreement and the termination or resignation of KRECM or the Subservicer.

Liability and Indemnification of the Subservicer and KRECM. (a) Neither the Subservicer nor any of its directors, officers, agents or employees (the “Subservicer Parties”) shall (subject to Section 6.01(a)) be under any liability to KRECM 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 Subservicer or any such Person against any breach of a representation or warranty made in this Agreement, or against any expense or liability specifically required to be borne thereby without right of reimbursement pursuant to the terms of this Agreement or imposed on the Subservicer pursuant to Section 2.01 for a breach of the Accepted Subservicing Practices, or against any liability which would otherwise be imposed by Section 5.02(c), including by reason of misfeasance, bad faith, fraud, negligence or willful violation of applicable law in the performance of its obligations or duties under this Agreement or by reason of the negligent disregard of its obligations or duties under this Agreement. The Subservicer and any director, officer, agent or employee of the Subservicer may rely in good faith on any document of any kind that, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising under this Agreement. (b) KRECM shall indemnify and hold harmless the Subservicer Parties from and against any loss, liability, cost or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim incurred (i) related to any servicing of any Mortgage Loan by any Person other than the Subservicer prior to the Effective Date of this Agreement, (ii) by reason of KRECM’s (A) willful misfeasance, bad faith or negligence in the performance of any of its obligations or duties under this Agreement, (B) material breach of any of its covenants, obligations or duties under this Agreement, (C) willful violation of applicable law in the performance of any of its obligations or duties under this Agreement, or (D) breach of a representation or warranty made by KRECM in this Agreement, or (iii) by reason of the taking, or the refraining from the taking, of any action, by the Subservicer, pursuant to the express written direction of KRECM (knowledge or approval by KRECM not being “direction” for this purpose). Subservicer shall not have any direct rights of indemnification that may be satisfied out of assets of the related Trust Fund. KRECM agrees to use reasonable efforts to pursue the Trust for Amended & Restated Master Subservicing Agreement EXECUTION VERSION indemnification against any loss, liability or expense incurred by the Subservicer in connection with the performance of the Subservicer’s duties and obligations under this Agreement as to which the PSA grants to KRECM’s agents a right to indemnification from the Trust Fund. (c) The Subservicer shall cooperate with KRECM and its agents in connection with any effort by KRECM to pursue the Trust for indemnification at any time, including by providing copies or originals from any applicable Subservicing Files and making employees and agents with knowledge related to the applicable matter available to KRECM, including by providing affidavits and testimony in connection with any litigation or similar proceeding. To the extent allowed by the related PSA, KRECM agrees to use reasonable efforts to pursue the Trust for any indemnification costs due to the Subservicer. KRECM shall cooperate with the Subservicer and its agents in connection with any effort by Subservicer to pursue the Trust for indemnification (if and only to the extent permitted to pursue the Trust pursuant to the related PSA) at any time. KRECM shall also assist Subservicer with respect to any indemnification at any time, including by providing copies or originals from any applicable KRECM Files and making employees and agents with knowledge related to the applicable matter available to Subservicer, including by providing affidavits and testimony in connection with any litigation or similar proceeding. (d) The Subservicer shall indemnify and hold harmless KRECM and any directors, officers, agents or employees of KRECM (the “KRECM Parties”) from and against any loss, damage, liability, penalty, fine, forfeiture, cost or expense (including reasonable legal fees and expenses) incurred in connection with any claim or legal action incurred by reason of the Subservicer’s (i) breach of any representation or warranty made by it in this Agreement, (ii) breach of its obligations under Section 3.06, (iii) certification required under Section 3.06 containing any material inaccuracy, (iv) willful misconduct, misfeasance, bad faith, or negligence in the performance of any of its obligations or duties under this Agreement, (v) material breach of any of its covenants, obligations or duties under this Agreement, (vi) willful violation of applicable law in the performance of any of its obligations or duties under this Agreement; provided that the Subservicer shall not be required to indemnify or hold harmless KRECM for taking any action or refraining from taking any action at the express direction of KRECM or with the specific consent of KRECM, or (vii) breach of Accepted Subservicing Practices. (e) As promptly as reasonably practicable after receipt by any Subservicer Party or KRECM Party, as applicable, seeking indemnification under this Agreement (each an “Indemnified Party”), of notice of the commencement of any action, such Indemnified Party will notify KRECM or the Subservicer, as applicable (the “Indemnifying Party”), in writing of the commencement thereof; but the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to any Indemnified Party under this Section 5.02, except to the extent that such omission has prejudiced the Indemnifying Party in any material respect, or from any other liability the Indemnifying Party may otherwise have under this Agreement. 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 selected by the Indemnifying Party and reasonably satisfactory to such Indemnified Party; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or them or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel reasonably satisfactory to the Indemnifying Party to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party. Amended & Restated Master Subservicing Agreement EXECUTION VERSION Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election to so assume the defense of such action and approval of counsel by the Indemnified Party (which approval may not be unreasonably withheld, conditioned or delayed), the Indemnifying Party will not be liable for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel reasonably satisfactory to the Indemnifying Party in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing all the Indemnified Parties under this Section 5.02 who are parties to such action), (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 the employment of counsel for the Indemnified Party reasonably acceptable to the Indemnifying Party and at the expense of the Indemnifying Party; and except that, if clause (i) or (iii) is applicable, such liability shall only be in respect of the counsel referred to in such clause (i) or (iii). The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent may not be unreasonably withheld, conditioned or delayed) but, if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment to the extent required by this Section 5.02. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested the Indemnifying Party, in writing, to reimburse the Indemnified Party for reasonable fees and expenses of counsel incurred in good faith or any other reasonable expenses incurred in good faith for which the Indemnifying Party is obligated hereunder, the Indemnifying Party shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) days after receipt by the Indemnifying Party of the aforesaid request, (ii) the Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement, and (iii) such settlement or compromise or consent does not include an express statement as to, or an express admission of, fault, culpability, negligence or a failure to act by or on behalf of the Indemnifying Party or an agent thereof. If the Indemnifying Party assumes the defense of any proceeding, it shall be entitled to settle such proceeding (x) with the consent of the Indemnified Party or (y) if such settlement provides for an unconditional release of the Indemnified Party in connection with all matters relating to the proceeding that have been asserted against the Indemnified Party in such proceeding by the other parties to such settlement, which release does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party, without the consent of the Indemnified Party. (f) This Section 5.02 shall survive the termination of this Agreement and the termination or resignation of KRECM or the Subservicer.