Common use of Liability and Indemnification of the Subservicer and the Master Servicer Clause in Contracts

Liability and Indemnification of the Subservicer and the Master Servicer. (a) Neither the Subservicer nor any of its Affiliate, director, officer, employee, member, manager or agent shall (subject to Section 6.01(a)) be under liability to the Master Servicer 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 (i) liability which would be imposed by reason of any breach of warranty or representation by such respective party in this Agreement or (ii) 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 or negligence on the part of such respective party in the performance of its obligations and 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, member, manager, agent, representative, or employee of the Subservicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising under this Agreement. (b) The Master Servicer shall indemnify and hold harmless the Subservicer and any director, officer, member, manager, employee, agent or Controlling Person of the Subservicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any such Person may sustain arising from or as a result of (i) the willful misfeasance, bad faith or negligence in the performance of any of the Master Servicer’s duties hereunder or (ii) by reason of negligent disregard of the Master Servicer’s obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from not complying with or not performing such obligations). The Master Servicer agrees to use reasonable efforts to pursue the Trust for 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 the Master Servicer’s agents a right to indemnification from the Trust Fund. (c) The Subservicer shall indemnify and hold harmless the Master Servicer and any director, officer, member, manager, employee, agent or Controlling Person of the Master Servicer from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any such Person may sustain arising from or as a result of (i) the willful misfeasance, bad faith or negligence in the performance of any of the Subservicer’s duties hereunder, (ii) by reason of negligent disregard of the Subservicer’s obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from not complying with or not performing such obligations), (iii) breach of any of its covenants, obligations or duties underthis Agreement, or (iv) breach of Accepted Subservicing Practices. In addition, after receipt from Master Servicer of notice that Subservicer is a Servicing Function Participant, the Subservicer shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under any applicable sub-subservicing agreement) with the Depositor and the Master Servicer as necessary for the Depositor and the Master Servicer to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable Reporting Requirements. In connection with comments provided to the Depositor from the Commission regarding information provided by the Subservicer as a Servicing Function Participant, which information is contained in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s filing of such report, upon receipt of such comments from the Depositor, the Master Servicer shall promptly provide to the Subservicer any such comments which relate to the Subservicer. Subservicer shall be responsible for timely preparing a written response to the Commission for inclusion in the Depositor’s or the Master Servicer’s, as applicable, response to the Commission, unless Subservicer elects, with the consent of the Master Servicer (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the Commission. If such election is made, the Subservicer shall be responsible for directly negotiating such response and/or resolution with the Commission in a timely manner; provided, that (i) Subservicer shall keep the Depositor and the Master Servicer informed of its progress with the Commission and copy the Depositor and the Master Servicer on all correspondence with the Commission and provide the Depositor and the Master Servicer with the opportunity to participate (at the Depositor’s or Master Servicer’s, as applicable, expense) in any telephone conferences and meetings with the Commission and (ii) the Master Servicer shall cooperate with the Subservicer in order to authorize the Subservicer and its representatives to respond to and negotiate directly with the Commission with respect to any comments received from the Commission relating to Subservicer and to notify the Commission of such authorization. The Master Servicer and the Subservicer shall cooperate and coordinate with each other with respect to any requests made to the Commission for any extension of time for submitting a response or compliance. Except as expressly provided for in the preceding paragraphs, all reasonable out-of-pocket costs and expenses incurred by the Depositor and the Master Servicer (including reasonable legal fees and expenses of outside counsel to the Depositor and the Master Servicer) in connection with the foregoing and any amendments to any reports filed with the Commission therewith shall be promptly paid by the Subservicer upon receipt of an itemized invoice from the Depositor and/or the Master Servicer, as applicable. If the indemnification provided for in this Section 5.02 and in Section7.10(b) is unavailable or insufficient to hold harmless the Master Servicer or any employee, director or officer of the Master Servicer, then the Subservicer shall contribute to the amount paid or payable to the Master Servicer as a result of the liability, claim, loss, cost (including reasonable attorney’s fees), penalty, expense, judgment, fee, fine, forfeiture or damage of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Subservicer on the other in connection with a breach of the Subservicer’s obligations pursuant to Article XIII of the PSA, this Agreement or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith. The Subservicer shall cause any subservicer with which it enters into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing indemnification and contribution obligations. (d) The indemnification provisions in this Section 5.02 shall survive the termination of this Agreement.

Liability and Indemnification of the Subservicer and the Master Servicer. (a) Neither the Subservicer nor any of its Affiliatethe directors, directorofficers, officermembers, employeemanagers, member, manager agents or agent employees of the Subservicer shall (subject to Section 6.01(a)) be under any liability to the Master Servicer 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 (i) liability which would be imposed by reason of any breach of warranty its representations or representation by such respective party in this Agreement warranties made herein, or (ii) against any expense or liability specifically required to be borne thereby by Subservicer without right of reimbursement pursuant to the terms of this Agreement hereof, or against any specific liability 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 on the Subservicer by reason of the Subservicer's willful misfeasancemisconduct, bad faith faith, fraud or negligence on the part of such respective party in the performance of its obligations and duties under this Agreement hereunder or by reason of the its negligent disregard of its obligations or duties under this Agreementhereunder. The Subservicer and any director, officer, member, manager, agent, representative, agent or employee of the Subservicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising under this Agreementhereunder. (b) The Master Servicer shall indemnify and hold harmless the Subservicer and any director, officer, member, manager, employee, agent or Controlling Person employee of the Subservicer, Subservicer shall be indemnified and hold them held harmless by the Master Servicer against any and all claimsloss, losses, penalties, fines, forfeitures, legal liability or expense (including reasonable attorney fees and related costs, judgments, legal costs and expenses) in connection with any other costs, liabilities, fees and expenses that any such Person may sustain arising from claim or as a result of (i) the willful misfeasance, bad faith or negligence in the performance of any legal action incurred by reason of the Master Servicer’s duties hereunder 's willful misconduct, bad faith, fraud, negligence or (ii) by reason of negligent disregard of the Master Servicer’s its obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from not complying with or not performing such obligations)hereunder. The Master Servicer agrees to use reasonable efforts to pursue the Trust Fund for 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 the Master Servicer’s 's agents a right to indemnification from the Trust Fund. (c) The Subservicer shall indemnify and hold harmless the Master Servicer and any director, officer, member, manager, employee, agent or Controlling Person employee of the Master Servicer from shall be indemnified and held harmless by the Subservicer against any and loss, liability or expense (including all claims, losses, penalties, fines, forfeitures, legal attorney fees and related costs, judgments, legal costs and any other costs, liabilities, fees and expenses that any such Person may sustain arising from or as a result of expenses) in connection with (i) the willful misfeasance, bad faith any claim or negligence in the performance of any legal action incurred by reason of the Subservicer’s duties 's willful misconduct, bad faith, fraud, negligence, negligent disregard of its obligations hereunder, (ii) by reason of negligent disregard of the Subservicer’s obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from not complying with or not performing such obligations), (iii) breach of any of its covenants, obligations or duties underthis Agreement, or (iv) breach of Accepted Subservicing Practices. In addition, after receipt from Master Servicer or (iii) any breach of notice that Subservicer is a Servicing Function Participant, the Subservicer shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under any applicable sub-subservicing agreement) with the Depositor and the Master Servicer as necessary for the Depositor and the Master Servicer to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable Reporting Requirements. In connection with comments provided to the Depositor from the Commission regarding information provided representation or warranty made by the Subservicer as a Servicing Function Participant, which information is contained in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s filing of such report, upon receipt of such comments from the Depositor, the Master Servicer shall promptly provide to the Subservicer any such comments which relate to the Subservicer. Subservicer shall be responsible for timely preparing a written response to the Commission for inclusion in the Depositor’s or the Master Servicer’s, as applicable, response to the Commission, unless Subservicer elects, with the consent of the Master Servicer (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the Commission. If such election is made, the Subservicer shall be responsible for directly negotiating such response and/or resolution with the Commission in a timely manner; provided, that (i) Subservicer shall keep the Depositor and the Master Servicer informed of its progress with the Commission and copy the Depositor and the Master Servicer on all correspondence with the Commission and provide the Depositor and the Master Servicer with the opportunity to participate (at the Depositor’s or Master Servicer’s, as applicable, expense) in any telephone conferences and meetings with the Commission and (ii) the Master Servicer shall cooperate with the Subservicer in order to authorize the Subservicer and its representatives to respond to and negotiate directly with the Commission with respect to any comments received from the Commission relating to Subservicer and to notify the Commission of such authorization. The Master Servicer and the Subservicer shall cooperate and coordinate with each other with respect to any requests made to the Commission for any extension of time for submitting a response or compliance. Except as expressly provided for in the preceding paragraphs, all reasonable out-of-pocket costs and expenses incurred by the Depositor and the Master Servicer (including reasonable legal fees and expenses of outside counsel to the Depositor and the Master Servicer) in connection with the foregoing and any amendments to any reports filed with the Commission therewith shall be promptly paid by the Subservicer upon receipt of an itemized invoice from the Depositor and/or the Master Servicer, as applicable. If the indemnification provided for in this Section 5.02 and in Section7.10(b) is unavailable or insufficient to hold harmless the Master Servicer or any employee, director or officer of the Master Servicer, then the Subservicer shall contribute to the amount paid or payable to the Master Servicer as a result of the liability, claim, loss, cost (including reasonable attorney’s fees), penalty, expense, judgment, fee, fine, forfeiture or damage of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Subservicer on the other in connection with a breach of the Subservicer’s obligations pursuant to Article XIII of the PSA, this Agreement or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith. The Subservicer shall cause any subservicer with which it enters into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing indemnification and contribution obligationsherein. (d) The indemnification Subservicer shall be under no obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal action the costs of which such party is specifically required hereunder to bear, in its opinion does not involve it in any ultimate expense or liability for which it would not be reimbursed hereunder. (e) The indemnification, exculpation, and other protections and provisions in this Section 5.02 6.02 shall survive the termination of this Agreement.

Liability and Indemnification of the Subservicer and the Master Servicer. (a) Neither the Subservicer nor any of its Affiliateaffiliates, directorshareholders, officerdirectors, employeeofficers, membermembers, manager managers, partners, agents or agent employees shall (subject to Section 6.01(a)) be under any liability to the Master Servicer 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 (i) liability which would be imposed by reason of any breach of a representation or warranty or representation by such respective party made in this Agreement Agreement, or (ii) 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 faith, fraud or negligence on the part of such respective party in the performance of its obligations and 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, member, manager, agent, representative, agent or employee of the Subservicer may rely in good faith on any document of any kind whichthat, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising under this Agreement. (b) The Master Servicer shall indemnify and hold harmless the Subservicer and any affiliate, shareholder, director, officer, member, manager, employeepartner, agent or Controlling Person employee of the Subservicer, Subservicer from and hold them harmless against any and all claimsloss, lossesliability, penalties, fines, forfeitures, or expense (including reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any such Person may sustain arising from or as a result expenses) incurred by reason of the Master Servicer's (i) the breach of any representation or warranty made by it in this Agreement, (ii) willful misfeasance, bad faith faith, or negligence in the performance of any of the Master Servicer’s its obligations or duties hereunder under this Agreement, (iii) breach of any of its covenants, obligations or duties under this Agreement, (iiiv) by reason of negligent disregard of the Master Servicer’s its obligations and or duties hereunder under this Agreement, or (including a v) breach of such obligations a substantial motive of which is to obtain an economic advantage from not complying with or not performing such obligations)the Servicing Standard. The Master Servicer agrees to use reasonable efforts to pursue the Trust for 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 the Master Servicer’s agents Servicer a right to indemnification from the Trust Fund. (c) The Subservicer shall indemnify and hold harmless the Master Servicer and any affiliate, shareholder, director, officer, member, manager, employeepartner, agent or Controlling Person employee of the Master Servicer from and against any and all claimsloss, lossesliability, penaltiespenalty, finesfine, forfeituresforfeiture, cost or expense (including reasonable legal fees and related costs, judgments, and expenses) incurred in connection with any other costs, liabilities, fees and expenses that any such Person may sustain arising from claim or as a result legal action incurred by reason of the Subservicer's (i) the breach of any representation or warranty made by it in this Agreement, (ii) willful misfeasance, bad faith faith, or negligence in the performance of any of the Subservicer’s its obligations or duties hereunder, (ii) by reason of negligent disregard of the Subservicer’s obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from not complying with or not performing such obligations)under this Agreement, (iii) breach of any of its covenants, obligations or duties underthis under this Agreement, (iv) negligent disregard of its obligations or duties under this Agreement, or (ivv) breach of Accepted Subservicing Practices. In addition, after receipt from Master Servicer of notice that Subservicer is a Servicing Function Participant, the Subservicer shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under any applicable sub-subservicing agreement) with the Depositor and the Master Servicer as necessary for the Depositor and the Master Servicer to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable Reporting Requirements. In connection with comments provided to the Depositor from the Commission regarding information provided by the Subservicer as a Servicing Function Participant, which information is contained in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s filing of such report, upon receipt of such comments from the Depositor, the Master Servicer shall promptly provide to the Subservicer any such comments which relate to the Subservicer. Subservicer shall be responsible for timely preparing a written response to the Commission for inclusion in the Depositor’s or the Master Servicer’s, as applicable, response to the Commission, unless Subservicer elects, with the consent of the Master Servicer (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the Commission. If such election is made, the Subservicer shall be responsible for directly negotiating such response and/or resolution with the Commission in a timely manner; provided, that (i) Subservicer shall keep the Depositor and the Master Servicer informed of its progress with the Commission and copy the Depositor and the Master Servicer on all correspondence with the Commission and provide the Depositor and the Master Servicer with the opportunity to participate (at the Depositor’s or Master Servicer’s, as applicable, expense) in any telephone conferences and meetings with the Commission and (ii) the Master Servicer shall cooperate with the Subservicer in order to authorize the Subservicer and its representatives to respond to and negotiate directly with the Commission with respect to any comments received from the Commission relating to Subservicer and to notify the Commission of such authorization. The Master Servicer and the Subservicer shall cooperate and coordinate with each other with respect to any requests made to the Commission for any extension of time for submitting a response or compliance. Except as expressly provided for in the preceding paragraphs, all reasonable out-of-pocket costs and expenses incurred by the Depositor and the Master Servicer (including reasonable legal fees and expenses of outside counsel to the Depositor and the Master Servicer) in connection with the foregoing and any amendments to any reports filed with the Commission therewith shall be promptly paid by the Subservicer upon receipt of an itemized invoice from the Depositor and/or the Master Servicer, as applicable. If the indemnification provided for in this Section 5.02 and in Section7.10(b) is unavailable or insufficient to hold harmless the Master Servicer or any employee, director or officer of the Master Servicer, then the Subservicer shall contribute to the amount paid or payable to the Master Servicer as a result of the liability, claim, loss, cost (including reasonable attorney’s fees), penalty, expense, judgment, fee, fine, forfeiture or damage of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Subservicer on the other in connection with a breach of the Subservicer’s obligations pursuant to Article XIII of the PSA, this Agreement or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith. The Subservicer shall cause any subservicer with which it enters into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing indemnification and contribution obligations. (d) The indemnification provisions in this Section 5.02 shall survive the termination of this Agreement.

Liability and Indemnification of the Subservicer and the Master Servicer. (a) Neither None of the Subservicer nor any of its Affiliatethe Affiliates, directordirectors, officerofficers, employeeemployees, membermembers, manager managers, representatives or agent agents of the Subservicer shall (subject to Section 6.01(a)) be under any liability to the Master Servicer 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 Affiliate, representative, member, manager, director, officer, employee or agent of the Subservicer against (i) liability which would be imposed by reason of any breach of warranty its warranties or representation by such respective party in this Agreement or (ii) 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 Practicesrepresentations made herein, or against any liability which would otherwise be imposed by Section 5.02(c)reason of willful misconduct, including bad faith, fraud or negligence (or by reason of willful misfeasance, bad faith or negligence on any specific liability imposed hereunder for a breach of the part of such respective party Accepted Servicing Practices) in the performance of its obligations and duties under this Agreement hereunder or by reason of the its negligent disregard of its obligations or duties hereunder. To the extent provided in Section 6.03 of the PSA, the Subservicer shall be indemnified and held harmless by the Trust Fund for any loss, liability or expense (including legal fees and expenses) incurred in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement or the Certificates, other than any loss, liability or expense (including legal fees and expenses) incurred by the Subservicer by reason of willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder; provided, however, that the indemnification under sentence shall be strictly limited to any actual amount of indemnification received by the Master Servicer under the PSA as a result of pursuing the Trust Fund on behalf of the Subservicer for such indemnification. (b) The Subservicer and any Affiliates, directors, officers, employees, members, managers, representatives and agents of the Subservicer shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense (including legal fees and expenses) incurred in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action incurred by Subservicer by reason of (1) the Master Servicer’s willful misconduct, bad faith, fraud or negligence in the performance of the Master Servicer’s duties hereunder or the Master Servicer’s negligent disregard of the Master Servicer’s obligations hereunder or (2) any breach by the Master Servicer of a representation or warranty made by it under the PSA, in each case, other than any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action (i) that is specifically required to be borne by Subservicer without right of reimbursement pursuant to the terms hereof or (ii) incurred by reason of a breach of any representation or warranty by Subservicer, or by reason of the willful misconduct, bad faith, fraud or negligence of Subservicer in the performance of its duties hereunder or negligent disregard of the obligations or duties of Subservicer under this Agreement. The Subservicer and any directorAffiliate, officerrepresentative, member, manager, agentdirector, representativeofficer, employee or employee agent of the Subservicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising under this Agreementhereunder. (bc) The Master Servicer shall indemnify and hold harmless the Subservicer and any directorAffiliates, officerdirectors, memberofficers, manageremployees, employeemembers, agent or Controlling Person of the Subservicermanagers, representatives and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any such Person may sustain arising from or as a result of (i) the willful misfeasance, bad faith or negligence in the performance of any agents of the Master Servicer’s duties hereunder or (ii) Servicer shall be indemnified and held harmless by reason of negligent disregard of the Master Servicer’s obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from not complying with or not performing such obligations). The Master Servicer agrees to use reasonable efforts to pursue the Trust Subservicer for indemnification against any loss, liability or expense (including legal fees and expenses) incurred by the Subservicer in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action incurred by Master Servicer by reason of (1) the Subservicer’s willful misconduct, bad faith, fraud or negligence in the performance of the Subservicer’s duties and obligations under this Agreement as to which the PSA grants to the Master Servicer’s agents a right to indemnification from the Trust Fund. (c) The Subservicer shall indemnify and hold harmless the Master Servicer and any director, officer, member, manager, employee, agent hereunder or Controlling Person of the Master Servicer from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any such Person may sustain arising from or as a result of (i) the willful misfeasance, bad faith or negligence in the performance of any of the Subservicer’s duties hereunder, (ii) by reason of negligent disregard of the Subservicer’s obligations and duties hereunder or (including 2) any breach by the Subservicer of a representation or warranty made by it under this Agreement, in each case, other than any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action (i) that is specifically required to be borne by Master Servicer without right of reimbursement pursuant to the terms hereof or (ii) incurred by reason of a breach of such obligations a substantial motive any representation or warranty by Master Servicer under the PSA, or by reason of which is to obtain an economic advantage from not complying with the willful misconduct, bad faith, fraud or not performing such obligations), (iii) breach negligence of any Master Servicer in the performance of its covenants, duties hereunder or negligent disregard of the obligations or duties underthis Agreement, or (iv) breach of Accepted Subservicing Practices. In addition, after receipt from Master Servicer of notice that Subservicer is a Servicing Function Participant, the Subservicer shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under any applicable sub-subservicing agreement) with the Depositor and the this Agreement.The Master Servicer as necessary for the Depositor and the Master Servicer to conduct any reasonable due diligence necessary to evaluate Affiliates, directors, officers, employees, members, managers, representatives and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable Reporting Requirements. In connection with comments provided to the Depositor from the Commission regarding information provided by the Subservicer as a Servicing Function Participant, which information is contained in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s filing of such report, upon receipt of such comments from the Depositor, the Master Servicer shall promptly provide to the Subservicer any such comments which relate to the Subservicer. Subservicer shall be responsible for timely preparing a written response to the Commission for inclusion in the Depositor’s or the Master Servicer’s, as applicable, response to the Commission, unless Subservicer elects, with the consent agents of the Master Servicer (which consent shall not be unreasonably deniedmay rely in good faith on any document of any kind which, withheld or delayed)prima facie, to directly communicate with the Commission is properly executed and negotiate a response and/or resolution with the Commission. If such election is made, the Subservicer shall be responsible for directly negotiating such response and/or resolution with the Commission in a timely manner; provided, that (i) Subservicer shall keep the Depositor and the Master Servicer informed of its progress with the Commission and copy the Depositor and the Master Servicer on all correspondence with the Commission and provide the Depositor and the Master Servicer with the opportunity to participate (at the Depositor’s or Master Servicer’s, as applicable, expense) in submitted by any telephone conferences and meetings with the Commission and (ii) the Master Servicer shall cooperate with the Subservicer in order to authorize the Subservicer and its representatives to respond to and negotiate directly with the Commission with respect to appropriate Person respecting any comments received from the Commission relating to Subservicer and to notify the Commission of such authorization. The Master Servicer and the Subservicer shall cooperate and coordinate with each other with respect to any requests made to the Commission for any extension of time for submitting a response or compliance. Except as expressly provided for in the preceding paragraphs, all reasonable out-of-pocket costs and expenses incurred by the Depositor and the Master Servicer (including reasonable legal fees and expenses of outside counsel to the Depositor and the Master Servicer) in connection with the foregoing and any amendments to any reports filed with the Commission therewith shall be promptly paid by the Subservicer upon receipt of an itemized invoice from the Depositor and/or the Master Servicer, as applicable. If the indemnification provided for in this Section 5.02 and in Section7.10(b) is unavailable or insufficient to hold harmless the Master Servicer or any employee, director or officer of the Master Servicer, then the Subservicer shall contribute to the amount paid or payable to the Master Servicer as a result of the liability, claim, loss, cost (including reasonable attorney’s fees), penalty, expense, judgment, fee, fine, forfeiture or damage of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Subservicer on the other in connection with a breach of the Subservicer’s obligations pursuant to Article XIII of the PSA, this Agreement or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith. The Subservicer shall cause any subservicer with which it enters into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing indemnification and contribution obligationsmatters arising hereunder. (d) Each indemnified party hereunder shall give prompt written notice to the indemnitor of matters which may give rise to liability of such indemnitor hereunder; provided, however, that failure to give such notice shall not relieve the indemnitor of any liability except to the extent of actual prejudice. (e) The indemnification provisions in this Section 5.02 shall survive the termination of this Agreement, the payment of the outstanding Certificates and the resignation or termination of the Master Servicer under the PSA or the Subservicer hereunder with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Liability and Indemnification of the Subservicer and the Master Servicer. (a) Neither the Subservicer nor any of its Affiliatethe shareholders, directordirectors, officerofficers, employeemembers, membermanagers, manager agents, or agent employees of the Subservicer shall (subject to Section 6.01(a)) be under any liability to the Master Servicer 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 (i) liability which would be imposed by reason of any breach of a representation or warranty or representation by such respective party made in this Agreement Agreement, or (ii) 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 faith, fraud, negligence, or negligence on the part willful violation of such respective party applicable law in the performance of its obligations and or duties under this Agreement or by reason of the negligent disregard of its obligations or duties under this Agreement. The Subservicer and any shareholder, director, officer, member, manager, agent, representative, or employee of the Subservicer may rely in good faith on any document of any kind whichthat, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising under this Agreement. (b) The Master Servicer shall indemnify and hold harmless the Subservicer and any shareholder, director, officer, member, manager, employee, agent or Controlling Person employee of the Subservicer, Subservicer from and hold them harmless against any and all claimsloss, lossesliability, penaltiespenalty, finesfine, forfeituresforfeiture, cost, or expense (including reasonable legal fees and related costs, judgments, and expenses) incurred in connection with any other costs, liabilities, fees and expenses that any such Person may sustain arising from legal action or as a result claim incurred by reason of the Master Servicer's (i) the willful misfeasance, bad faith faith, or negligence in the performance of any of the Master Servicer’s its obligations or duties hereunder or under this Agreement; (ii) by reason of negligent disregard of the Master Servicer’s obligations and duties hereunder (including a breach of such any of its covenants, obligations, or duties under this Agreement; or (iii) willful violation of applicable law in the performance of any of its obligations a substantial motive of which is to obtain an economic advantage from not complying with or not performing such obligations)duties under this Agreement. The Master Servicer agrees to use reasonable efforts to pursue the Trust for indemnification against any loss, liability 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 the Master Servicer’s 's agents a right to indemnification from the Trust Fund. (c) The Subservicer shall indemnify and hold harmless the Master Servicer and any shareholder, director, officer, member, manager, employeeagent, agent or Controlling Person employee of the Master Servicer from and against any and all claimsloss, lossesliability, penaltiespenalty, finesfine, forfeituresforfeiture, cost, or expense (including reasonable legal fees and related costs, judgments, and expenses) incurred in connection with any other costs, liabilities, fees and expenses that any such Person may sustain arising from claim or as a result legal action incurred by reason of the Subservicer's (i) breach of any representation or warranty made by the Subservicer in this Agreement; (ii) willful misfeasance, bad faith faith, or negligence in the performance of any of the Subservicer’s its obligations or duties hereunder, (ii) by reason of negligent disregard of the Subservicer’s obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from not complying with or not performing such obligations), under this Agreement; (iii) breach of any of its covenants, obligations obligations, or duties underthis under this Agreement, ; or (iv) breach willful violation of Accepted Subservicing Practicesapplicable law in the performance of any of its obligations or duties under this Agreement. In addition, after receipt from Master Servicer of notice that Subservicer is a Servicing Function Participant, the Subservicer shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under any applicable sub-subservicing agreement) with the Depositor and indemnify the Master Servicer as necessary for the Depositor and the Master Servicer to conduct Trustee (and any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable Reporting Requirements. In connection with comments provided to the Depositor from the Commission regarding information provided by the Subservicer as a Servicing Function Participantshareholder, which information is contained in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s filing of such reportdirector, upon receipt of such comments from the Depositorofficer, the Master Servicer shall promptly provide to the Subservicer any such comments which relate to the Subservicer. Subservicer shall be responsible for timely preparing a written response to the Commission for inclusion in the Depositor’s member, manager, agent, or the Master Servicer’s, as applicable, response to the Commission, unless Subservicer elects, with the consent employee of the Master Servicer (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the Commission. If such election is made, the Subservicer shall be responsible for directly negotiating such response and/or resolution with the Commission in a timely manner; provided, that (iTrustee) Subservicer shall keep the Depositor and the Master Servicer informed of its progress with the Commission and copy the Depositor and the Master Servicer on all correspondence with the Commission and provide the Depositor and the Master Servicer with the opportunity to participate (at the Depositor’s or Master Servicer’s, as applicable, expense) in any telephone conferences and meetings with the Commission and (ii) the Master Servicer shall cooperate with the Subservicer in order to authorize the Subservicer and its representatives to respond to and negotiate directly with the Commission with respect to any comments received from the Commission relating to Subservicer and to notify the Commission of such authorization. The Master Servicer and the Subservicer shall cooperate and coordinate with each other with respect to any requests made to the Commission for any extension of time for submitting a response or compliance. Except as expressly provided for in the preceding paragraphs, and all reasonable out-of-pocket costs costs, liabilities and expenses incurred by the Depositor and the Master Servicer (including reasonable legal fees and expenses of outside counsel to the Depositor and the Master Servicer) any such Person in connection with the foregoing and negligent or willful misuse of any amendments to any reports filed with the Commission therewith shall be promptly paid power-of-attorney obtained by the Subservicer upon receipt of an itemized invoice from the Depositor and/or the Master Servicer, as applicable. If the indemnification provided for in this Section 5.02 and in Section7.10(b) is unavailable or insufficient to hold harmless the Master Servicer or any employee, director or officer of the Master Servicer, then the Subservicer shall contribute to the amount paid or payable to the Master Servicer as a result of the liability, claim, loss, cost (including reasonable attorney’s fees), penalty, expense, judgment, fee, fine, forfeiture or damage of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Subservicer on the other in connection with a breach of the Subservicer’s obligations pursuant to Article XIII of the PSA, this Agreement or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith. The Subservicer shall cause any subservicer with which it enters into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing indemnification and contribution obligationsTrustee. (d) The Subservicer shall not be under any obligation to appear in, prosecute, or defend any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal action the costs of which the Subservicer is specifically required hereunder to bear, in the Subservicer's opinion does not involve it in any ultimate expense or liability for which it would not be reimbursed hereunder. The indemnification provisions in this Section 5.02 shall survive the termination of this Agreement.