Common use of Indemnification; Third Party Claims Clause in Contracts

Indemnification; Third Party Claims. Subject to Section 7.02, the Servicer agrees to indemnify and hold the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian and the Noteholders harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, fees and expenses that the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or Noteholders may sustain because of the failure of the Servicer to perform its duties and service the Contracts in compliance with the terms of this Agreement. The Servicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing if a claim is made by a third party with respect to the Contracts, (ii) assume, with the consent of the Issuer, the Indenture Trustee and the Insurer, the defense of any such claim, (iii) pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with respect to such claim against the Servicer, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or the Noteholders.

Indemnification; Third Party Claims. Subject to Section 7.02, the The Master Servicer agrees to indemnify and hold the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Owner Trustee and the Noteholders Servicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, liability, fees and expenses that the IssuerDepositor, the Owner Trustee, the Trust AgentIssuer, the Indenture Trustee, the Insurer, Owner Trustee or the Custodian or Noteholders Servicer may sustain because as a result of the failure of the Master Servicer to perform its duties and master service the Contracts Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing Master Servicer if a claim is made by a third party with respect to this Agreement, the ContractsMortgage Loans entitling the Depositor, (ii) assume, with the consent of the Issuer, the Indenture Trustee, the Owner Trustee and or the InsurerServicer to indemnification under this Section 5.23, whereupon the Master Servicer shall assume the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with against it or them in respect of such claim. The failure to provide such claim against immediate notice shall not affect the Master Servicer’s obligation pursuant to this Section 5.23 to indemnify the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the InsurerOwner Trustee and the Servicer, except to the Custodian or extent that the NoteholdersMaster Servicer is materially prejudiced by such failure to notify.

Indemnification; Third Party Claims. Subject to Section 7.02, the The Master Servicer agrees to indemnify the Depositor, the Issuer and hold the IssuerIndenture Trustee, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Servicer and the Noteholders Subservicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, liability, fees and expenses that the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Servicer or Noteholders Subservicer may sustain because as a result of the failure of the Master Servicer to perform its duties and master service the Contracts Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Issuer, the Indenture Trustee, the Owner Trustee, the Servicer and the Subservicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing Master Servicer if a claim is made by a third party with respect to this Agreement, the ContractsMortgage Loans entitling the Depositor, (ii) assume, with the consent of the Issuer, the Indenture Trustee and Trustee, the InsurerOwner Trustee, the Servicer or Subservicer to indemnification under this Section 5.30, whereupon the Master Servicer shall assume the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with against it or them in respect to of such claim against the Servicer, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or the Noteholdersclaim.

Indemnification; Third Party Claims. Subject to Section 7.02, the The Master Servicer agrees to indemnify and hold the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Owner Trustee and the Noteholders Servicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, liability, fees and expenses that the IssuerDepositor, the Owner Trustee, the Trust AgentIssuer, the Indenture Trustee, the Insurer, Owner Trustee or the Custodian or Noteholders Servicer may sustain because as a result of the failure of the Master Servicer to perform its duties and master service the Contracts Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing Master Servicer if a claim is made by a third party with respect to this Agreement, the ContractsMortgage Loans entitling the Depositor, (ii) assume, with the consent of the Issuer, the Indenture Trustee, the Owner Trustee and or the InsurerServicer to indemnification under this Section 5.30, whereupon the Master Servicer shall assume the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with against it or them in respect of such claim. The failure to provide such claim against immediate notice shall not affect the Master Servicer's obligation pursuant to this Section 5.30 to indemnify the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the InsurerOwner Trustee and the Servicer, except to the Custodian or extent that the NoteholdersMaster Servicer is materially prejudiced by such failure to notify.

Indemnification; Third Party Claims. Subject to Section 7.02, the Servicer agrees to indemnify and hold the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian and the Noteholders harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, fees and expenses that the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or Noteholders may sustain because of the failure of the Servicer to perform its duties and service the Contracts in compliance with the terms of this Agreement. The Servicer shall (i) immediately notify the Issuer Issuer, the Insurer and the Indenture Trustee in writing if a claim is made by a third party with respect to the Contracts, (ii) assume, with the consent of the Issuer, the Indenture Trustee and the Insurer, the defense of any such claim, (iii) pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with respect to such claim against the Servicer, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or the Noteholders.

Indemnification; Third Party Claims. Subject to Section 7.02, the The Master Servicer agrees to indemnify and hold the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Owner Trustee and the Noteholders Servicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, liability, fees and expenses that the IssuerDepositor, the Owner Trustee, the Trust AgentIssuer, the Indenture Trustee, the Insurer, Owner Trustee or the Custodian or Noteholders Servicer may sustain because as a result of the failure of the Master Servicer to perform its duties and master service the Contracts Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing Master Servicer if a claim is made by a third party with respect to this Agreement, the ContractsMortgage Loans entitling the Depositor, (ii) assume, with the consent of the Issuer, the Indenture Trustee, the Owner Trustee and or the InsurerServicer to indemnification under this Section 5.30, whereupon the Master Servicer shall assume the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with against it or them in respect of such claim. The failure to provide such claim against immediate notice shall not affect the Master Servicer’s obligation pursuant to this Section 5.30 to indemnify the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the InsurerOwner Trustee and the Servicer, except to the Custodian or extent that the NoteholdersMaster Servicer is materially prejudiced by such failure to notify.

Indemnification; Third Party Claims. Subject to Section 7.02, the Servicer agrees to indemnify and hold the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian and the Noteholders Securityholders harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, fees and expenses that the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or Noteholders Securityholders may sustain because of the failure of the Servicer to perform its duties and service the Contracts in compliance with the terms of this Agreement. The Servicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing if a claim is made by a third party with respect to the Contracts, (ii) assume, with the consent of the Issuer, the Indenture Trustee and the Insurer, the defense of any such claim, (iii) pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with respect to such claim against the Servicer, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or the NoteholdersSecurityholders.

Indemnification; Third Party Claims. Subject to Section 7.02, the The Master Servicer agrees to indemnify the Depositor, the Issuer and hold the IssuerIndenture Trustee, the Owner Trustee, the Trust AgentSwap Counterparty, the Indenture Trustee, the Insurer, the Custodian Servicer and the Noteholders Subservicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, liability, fees and expenses that the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee, the Trust AgentSwap Counterparty, the Indenture Trustee, the Insurer, the Custodian Servicer or Noteholders Subservicer may sustain because as a result of (i) the Master Servicer’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or (ii) the failure of the Master Servicer to perform its duties and master service the Contracts Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Issuer, the Indenture Trustee, the Owner Trustee, the Servicer and the Subservicer shall (i) immediately promptly notify the Issuer and the Indenture Trustee in writing Master Servicer if a claim is made by a third party with respect to this Agreement, the ContractsMortgage Loans entitling the Depositor, (ii) assume, with the consent of the Issuer, the Indenture Trustee and Trustee, the InsurerOwner Trustee, the Servicer or Subservicer to indemnification under this Section 5.30, whereupon the Master Servicer shall assume the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with against it or them in respect to of such claim against the Servicer, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or the Noteholdersclaim.

Indemnification; Third Party Claims. Subject to Section 7.02, the Servicer agrees to indemnify and hold the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian and the Noteholders Securityholders harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, fees and expenses that the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or Noteholders Securityholders may sustain because of the failure of the Servicer to perform its duties and service the Contracts in compliance with the terms of this Agreement. The Servicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing if a claim is made by a third party with respect to the Contracts, (ii) assume, with the consent of the Issuer, the Indenture Trustee and the Insurer, the defense of any such claim, (iii) pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with respect to such claim against the Servicer, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or the NoteholdersSecurityholders.

Indemnification; Third Party Claims. Subject to Section 7.02, the (a) The Master ----------------------------------- Servicer agrees to indemnify the Company, the Certificate Insurer, the Surety and the Trustee and hold the IssuerCompany, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Certificate Insurer, the Custodian Surety and the Noteholders Trustee harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, fees and expenses that the IssuerCompany, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Certificate Insurer, the Custodian Surety or Noteholders the Trustee may sustain because as a result of the failure of the Master Servicer to perform its duties and service the Contracts Mortgage Loans in compliance with the terms of this Agreement; provided that no such indemnification shall be re- quired of a successor Master Servicer with respect to acts of a prior Master Servicer. The Master Servicer shall (i) immediately notify the Issuer Company, the Certificate Insurer, the Surety and the Indenture Trustee in writing if a claim is made by a third party with respect to this Agreement or the ContractsMortgage Loans, assume (ii) assume, with unless otherwise directed by the consent of the IssuerCompany, the Indenture Trustee Certificate Insurer, the Surety and the Insurer, Trustee) the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with respect to such claim against the Servicerit, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Company or the NoteholdersTrustee in respect of such claim.

Indemnification; Third Party Claims. Subject to Section 7.02, the The Master Servicer agrees to indemnify and hold the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Owner Trustee and the Noteholders Servicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, liability, fees and expenses that the IssuerDepositor, the Owner Trustee, the Trust AgentIssuer, the Indenture Trustee, the Insurer, Owner Trustee or the Custodian or Noteholders Servicer may sustain because as a result of the failure of the Master Servicer to perform its duties and master service the Contracts Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing Master Servicer if a claim is made by a third party with respect to this Agreement, the ContractsMortgage Loans entitling the Depositor, (ii) assume, with the consent of the Issuer, the Indenture Trustee, the Owner Trustee and or the InsurerServicer to indemnification under this Section 5.21, whereupon the Master Servicer shall assume the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with against it or them in respect of such claim. The failure to provide such claim against immediate notice shall not affect the Master Servicer’s obligation pursuant to this Section 5.21 to indemnify the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the InsurerOwner Trustee and the Servicer, except to the Custodian or extent that the NoteholdersMaster Servicer is materially prejudiced by such failure to notify.

Indemnification; Third Party Claims. Subject to Section 7.02, the (a) The Servicer agrees to indemnify and hold the IssuerTrustee, the Co- Trustee, the Owner Trustee, the Trust AgentCustodian, the Indenture Trustee, the Insurer, the Custodian and the Noteholders each Noteholder and Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, fees and expenses that the IssuerTrustee, the Co-Trustee, the Owner Trustee, the Trust AgentCustodian, the Indenture Trustee, the Insurer, the Custodian or Noteholders and any Noteholder and Certificateholder may sustain because of in any way related to the failure of the Servicer and the Claims Administrator to perform its duties and service the Contracts Loans in compliance with the terms of this Agreement. The Servicer shall (i) immediately notify the Issuer Trustee, the Co-Trustee, the Owner Trustee, the Custodian, and the Indenture Trustee in writing each Noteholder and Certificateholder if a claim is made by a third party with respect to this Agreement, and the Contracts, Servicer shall assume (ii) assume, with the consent of the Issuer, the Indenture Trustee and the Insurer, Trustee) the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including reasonable counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with respect to such claim against the Servicer, the IssuerClaims Administrator, the Trustee, the Co-Trustee, the Owner Trustee, the Trust AgentCustodian, and/or Noteholder or Certificateholder in respect of such claim. The Trustee may reimburse the Indenture Trustee, Servicer from amounts otherwise payable to the Insurer, Holder of the Custodian GP Interest for all amounts advanced by it pursuant to the preceding sentence except when the Claim relates directly to the failure of the Servicer or the NoteholdersClaims Administrator to service and administer the Loans in compliance with the terms of this Agreement.

Indemnification; Third Party Claims. Subject to Section 7.02, the Servicer agrees to indemnify and hold the Issuer, the Owner Trustee, the Trust AgentCo-Owner Trustee, the Indenture Trustee, the Insurer, the Custodian and the Noteholders Securityholders harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, fees and expenses that the Issuer, the Owner Trustee, the Trust AgentCo-Owner Trustee, the Indenture Trustee, the Insurer, the Custodian or Noteholders Securityholders may sustain because of the failure of the Servicer to perform its duties and service the Contracts in compliance with the terms of this Agreement. The Servicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing if a claim is made by a third party with respect to the Contracts, (ii) assume, with the consent of the Issuer, the Indenture Trustee and the Insurer, the defense of any such claim, (iii) pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with respect to such claim against the Servicer, the Issuer, the Owner Trustee, the Trust AgentCo-Owner Trustee, the Indenture Trustee, the Insurer, the Custodian or the NoteholdersSecurityholders.

Indemnification; Third Party Claims. Subject to Section 7.02, the (a) The Servicer agrees to indemnify and hold the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Co-Trustee and the Noteholders each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, fees and expenses that the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or Noteholders Co-Trustee and any Certificateholder may sustain because of in any way related to the failure of the Servicer and the Claims Administrator to perform its duties and service the Contracts Home Improvement Loans in compliance with the terms of this Agreement. The Servicer shall (i) immediately notify the Issuer Trustee, the Co-Trustee and the Indenture Trustee in writing each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Contracts, Servicer shall assume (ii) assume, with the consent of the Issuer, the Indenture Trustee and the Insurer, Trustee) the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including reasonable counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with respect to such claim against the Servicer, the IssuerClaims Administrator, the Owner TrusteeTrustee and/or Certificateholder in respect of such claim. The Trustee may reimburse the Servicer from the Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class X Certificates from the Remaining Amount Available for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Agent, Fund except when the Indenture Trustee, Claim relates directly to the Insurer, failure of the Custodian Servicer or the NoteholdersClaims Administrator to service and administer the Mortgages in compliance with the terms of this Agreement.

Indemnification; Third Party Claims. Subject to Section 7.02, the The Master Servicer agrees to indemnify and hold the IssuerDepositor, the Trust, the Indenture Trustee, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Servicing Rights Owner and the Noteholders Subservicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, liability, fees and expenses that the IssuerDepositor, the Trust, the Indenture Trustee, the Owner Trustee, the Trust Agent, Servicing Rights Owner or the Indenture Trustee, the Insurer, the Custodian or Noteholders Subservicer may sustain because as a result of the failure of the Master Servicer to perform its duties and service the Contracts hereunder in compliance with the terms of this Agreement. The Servicer Depositor, the Trust, the Indenture Trustee, the Owner Trustee, the Servicing Rights Owner or the Subservicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing Master Servicer if a claim is made by a third party with respect to this Agreement or with respect to the ContractsMortgage Loans entitling the Depositor, (ii) assume, with the consent of the IssuerTrust, the Indenture Trustee and Trustee, the InsurerOwner Trustee, the Servicing Rights Owner or the Subservicer to indemnification under this Section 6.15, whereupon the Master Servicer shall assume the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with against it or them in respect to of such claim against the Servicer, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or the Noteholdersclaim.

Indemnification; Third Party Claims. Subject to Section 7.02, the The Master Servicer agrees to indemnify and hold the IssuerDepositor, the Trust, the Indenture Trustee, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Servicing Rights Owner and the Noteholders Servicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, liability, fees and expenses that the IssuerDepositor, the Trust, the Indenture Trustee, the Owner Trustee, the Trust Agent, Servicing Rights Owner or the Indenture Trustee, the Insurer, the Custodian or Noteholders Servicer may sustain because as a result of the failure of the Master Servicer to perform its duties and service the Contracts hereunder in compliance with the terms of this Agreement. The Depositor, the Trust, the Indenture Trustee, the Owner Trustee, the Servicing Rights Owner or the Servicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing Master Servicer if a claim is made by a third party with respect to this Agreement or with respect to the ContractsMortgage Loans entitling the Depositor, (ii) assume, with the consent of the IssuerTrust, the Indenture Trustee and Trustee, the InsurerOwner Trustee, the Servicing Rights Owner or the Servicer to indemnification under this Section 6.11, whereupon the Master Servicer shall assume the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with against it or them in respect to of such claim against the Servicer, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or the Noteholdersclaim.

Indemnification; Third Party Claims. Subject to Section 7.02, the The Servicer agrees to indemnify and hold the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Owner Trustee and the Noteholders Servicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, liability, fees and expenses that the IssuerDepositor, the Owner Trustee, the Trust AgentIssuer, the Indenture Trustee, the Insurer, Owner Trustee or the Custodian or Noteholders Servicer may sustain because as a result of the failure of the Servicer to perform its duties and service the Contracts Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing Servicer if a claim is made by a third party with respect to this Agreement, the ContractsMortgage Loans entitling the Depositor, (ii) assume, with the consent of the Issuer, the Indenture Trustee, the Owner Trustee and or the InsurerServicer to indemnification under this Section 4.32, whereupon the Servicer shall assume the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with against it or them in respect of such claim. The failure to provide such claim against immediate notice shall not affect the Servicer’s obligation pursuant to this Section 4.32 to indemnify the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the InsurerOwner Trustee and the Servicer, except to the Custodian or extent that the NoteholdersServicer is materially prejudiced by such failure to notify.

Indemnification; Third Party Claims. Subject to Section 7.02, the The Servicer agrees to indemnify and hold the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Owner Trustee and the Noteholders Servicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, liability, fees and expenses that the IssuerDepositor, the Owner Trustee, the Trust AgentIssuer, the Indenture Trustee, the Insurer, Owner Trustee or the Custodian or Noteholders Servicer may sustain because as a result of the failure of the Servicer to perform its duties and service the Contracts Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing Servicer if a claim is made by a third party with respect to this Agreement, the ContractsMortgage Loans entitling the Depositor, (ii) assume, with the consent of the Issuer, the Indenture Trustee, the Owner Trustee and or the InsurerServicer to indemnification under this Section 4.32, whereupon the Servicer shall assume the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with against it or them in respect of such claim. The failure to provide such claim against immediate notice shall not affect the Servicer's obligation pursuant to this Section 4.32 to indemnify the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the InsurerOwner Trustee and the Servicer, except to the Custodian or extent that the NoteholdersServicer is materially prejudiced by such failure to notify.

Indemnification; Third Party Claims. Subject to Section 7.02, the The Master Servicer agrees to indemnify and hold the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Owner Trustee and the Noteholders Servicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, liability, fees and expenses that the IssuerDepositor, the Owner Trustee, the Trust AgentIssuer, the Indenture Trustee, the Insurer, Owner Trustee or the Custodian or Noteholders Servicer may sustain because as a result of the failure of the Master Servicer to perform its duties and master service the Contracts Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer shall (i) immediately notify the Issuer and the Indenture Trustee in writing Master Servicer if a claim is made by a third party with respect to this Agreement, the ContractsMortgage Loans entitling the Depositor, (ii) assume, with the consent of the Issuer, the Indenture Trustee, the Owner Trustee or the Servicer to Transfer and Servicing Agreement 100 indemnification under this Section 5.23, whereupon the Insurer, Master Servicer shall assume the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with against it or them in respect of such claim. The failure to provide such claim against immediate notice shall not affect the Master Servicer’s obligation pursuant to this Section 5.23 to indemnify the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the InsurerOwner Trustee and the Servicer, except to the Custodian or extent that the NoteholdersMaster Servicer is materially prejudiced by such failure to notify.

Indemnification; Third Party Claims. Subject to Section 7.02, the Servicer agrees to indemnify and hold the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian and the Noteholders harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, fees and expenses that the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or Noteholders may sustain because of the failure of the Servicer to perform its duties and service the Contracts in compliance with the terms of this Agreement. The Servicer shall (i) immediately notify the Issuer Issuer, the Insurer and the Indenture Trustee in writing if a claim is made by a third party with respect to the Contracts, (ii) assume, with the consent of the Issuer, the Indenture Trustee and the Insurer, the defense of any such claim, (iii) pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with respect to such claim against the Servicer, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or the Noteholders.

Indemnification; Third Party Claims. Subject to Section 7.02, the (a) The Servicer agrees to indemnify and hold the IssuerTrustee, the Co- Trustee, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Company and the Noteholders each Noteholder and Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, fees and expenses that the IssuerTrustee, the Custodian, the Owner Trustee, the Trust AgentCompany, the Indenture Trustee, the Insurer, the Custodian or Noteholders and any Noteholder and Certificateholder may sustain because of in any way related to the failure of the Servicer and the Claims Administrator to perform its duties and service the Contracts Loans in compliance with the terms of this Agreement. The Servicer shall (i) immediately notify the Issuer Trustee, the Custodian, the Owner Trustee, and the Indenture Trustee in writing each Noteholder and Certificateholder if a claim is made by a third party with respect to this Agreement, and the Contracts, Servicer shall assume (ii) assume, with the consent of the Issuer, the Indenture Trustee and the Insurer, Trustee) the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including reasonable counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with respect to such claim against the Servicer, the IssuerClaims Administrator, the Trustee, the Custodian, the Owner Trustee, the Trust Agent, Company and/or Noteholder or Certificateholder in respect of such claim. The Trustee may reimburse the Indenture Trustee, Servicer from amounts otherwise payable to the Insurer, Holder of the Custodian GP Interest for all amounts advanced by it pursuant to the preceding sentence except when the Claim relates directly to the failure of the Servicer or the NoteholdersClaims Administrator to service and administer the Loans in compliance with the terms of this Agreement.

Indemnification; Third Party Claims. Subject to Section 7.02, the (a) The Servicer agrees to indemnify and hold the IssuerTrustee, the Co- Trustee, the Owner Trustee, the Trust AgentCustodian, the Indenture Trustee, the Insurer, the Custodian and the Noteholders each Noteholder and Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, fees and expenses that the IssuerTrustee, the Co-Trustee, the Owner Trustee, the Trust AgentCustodian, the Indenture Trustee, the Insurer, the Custodian or Noteholders and any Noteholder and Certificateholder may sustain because of in any way related to the failure of the Servicer and the Claims Administrator to perform its duties and service the Contracts Loans in compliance with the terms of this Agreement. The Servicer shall (i) immediately notify the Issuer Trustee, the Co-Trustee, the Owner Trustee, the Custodian, and the Indenture Trustee in writing each Noteholder and Certificateholder if a claim is made by a third party with respect to this Agreement, and the Contracts, Servicer shall assume (ii) assume, with the consent of the Issuer, the Indenture Trustee and the Insurer, Trustee) the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including reasonable counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with respect to such claim against the Servicer, the IssuerClaims Administrator, the Trustee, the Co-Trustee, the Owner Trustee, the Trust AgentCustodian, and/or Noteholder or Certificateholder in respect of such claim. The Trustee shall reimburse the Indenture Trustee, Servicer from amounts otherwise payable to the Insurer, Holder of the Custodian GP Interest for all amounts advanced by it pursuant to the preceding sentence except when the Claim relates directly to the failure of the Servicer or the NoteholdersClaims Administrator to service and administer the Loans in compliance with the terms of this Agreement.

Indemnification; Third Party Claims. Subject to Section 7.02, the The Master Servicer agrees to indemnify and hold the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian Owner Trustee and the Noteholders Servicer[s] and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any reasonable other costs, liability, fees and expenses that the IssuerDepositor, the Owner Trustee, the Trust AgentIssuer, the Indenture Trustee, the Insurer, Owner Trustee or the Custodian or Noteholders Servicer[s] may sustain because as a result of the failure of the Master Servicer to perform its duties and master service the Contracts Mortgage Loans in compliance with the terms of this Agreement. The Servicer Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer[s] shall (i) immediately notify the Issuer and the Indenture Trustee in writing Master Servicer if a claim is made by a third party with respect to this Agreement, the ContractsMortgage Loans entitling the Depositor, (ii) assume, with the consent of the Issuer, the Indenture Trustee, the Owner Trustee and or the InsurerServicer to indemnification under this Section 5.23, whereupon the Master Servicer shall assume the defense of any such claim, (iii) claim and pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or decree which may be entered with against it or them in respect of such claim. The failure to provide such claim against immediate notice shall not affect the Master Servicer’s obligation pursuant to this Section 5.23 to indemnify the Depositor, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the InsurerOwner Trustee and the Servicer[s], except to the Custodian or extent that the Noteholders.Master Servicer is materially prejudiced by such failure to notify. 105