Exchange Act Reporting Indemnification. Each of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall indemnify and hold harmless each Certification Party, the Depositor (and any Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan), their respective directors and officers, and each other person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (i) the failure to perform its obligations to the Depositor (or any Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan) or Certificate Administrator (or any Other Trustee related to an Other Securitization that includes a Serviced Pari Passu Companion Loan) under this Article XI by the time required after giving effect to any applicable grace period or cure period or (ii) the failure of any Servicing Function Participant or Additional Servicer retained by it (other than a Designated Sub-Servicer) to perform its obligations to the Depositor (or any Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan) or Certificate Administrator (or any Other Trustee related to an Other Securitization that includes a Serviced Pari Passu Companion Loan) under this Article XI by the time required after giving effect to any applicable grace period and cure period. The Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee and the Trust Advisor shall use commercially reasonable efforts to cause each related Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans, to indemnify and hold harmless the Certification Parties from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of a breach of its obligations to provide any of the annual compliance statements or annual assessment of servicing criteria or attestation reports pursuant to this Agreement, or the applicable Sub-Servicing Agreement or prima...
Exchange Act Reporting Indemnification. Each of the Trustee, the Master Servicer and the Special Servicer shall severally and not jointly indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses, costs of investigation and related costs, judgments, amounts paid in settlement and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the Trustee, the Master Servicer or the Special Servicer, as the case may be, of its obligations under this Article XII or (ii) negligence, bad faith or willful misconduct on the part of the Trustee, the Master Servicer or the Special Servicer, as applicable, in the performance of such obligations. The Master Servicer and the Special Servicer shall cause each Additional Servicer and each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans to indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses, costs of investigation and related costs, judgments, amounts paid in settlement and other costs and expenses incurred by such Certification Party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement or (ii) negligence, bad faith or willful misconduct its part in the performance of such obligations. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the Additional Servicer or other Servicing Function Participant (the "Performing Party"), as applicable, shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party's obligations pursuant to Section 12.04, 12.07, 12.08 or 12.09 (or breach of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports) or the Pe...
Exchange Act Reporting Indemnification. (i) The Subservicer shall indemnify and hold harmless each Certification Party, the Depositor and the party designated in the PSA to file the Commission’s reports (which may be the applicable Trustee or the Certificate Administrator) and their respective directors, officers, members, managers, employees, agents and Affiliates and each other Person that controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Amended & Restated Master Subservicing Agreement
Exchange Act Reporting Indemnification. (i) The Subservicer shall indemnify and hold harmless each Certification Party, the Depositor and the party designated in the PSA to file the Commission’s reports (which may be the applicable Trustee or the Certificate Administrator) and their respective directors, officers, members, managers, employees, agents and Affiliates and each other Person that controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Amended & Restated Master Subservicing Agreement EXECUTION VERSION (collectively, the “Indemnified Parties”) from and against any liabilities, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Indemnified Party arising out of (i) any breach of its obligations under this Section 3.06 or (ii) negligence, bad faith or willful misconduct on its part in the performance of such obligations.
Exchange Act Reporting Indemnification. Section 10.15 Amendments................................................... Section 10.16 Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods............................. Section 10.17 Termination of the Trustee...................................
Exchange Act Reporting Indemnification. (I) The Subservicer shall indemnify and hold harmless each Certification Party and the Master Servicer and their respective directors, officers, members, managers, employees, agents and affiliates and each other person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Parties”) against any and all expenses, losses, claims, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses, and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation incurred by such Indemnified Party arising out of or based upon (i) any breach of its obligations under this Section 3.06 or (ii) negligence, bad faith or willful misconduct on the part of the Subservicer in the performance of such obligations.
Exchange Act Reporting Indemnification. (i) The Subservicer shall indemnify and hold harmless each Certification Party, the Depositor and the party designated in the PSA to file the Commission's reports (which may be the applicable Trustee or the Certificate Administrator) and their respective directors, officers, members, managers, employees, agents and Affiliates and each other Person that controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Indemnified Parties") from and against any liabilities, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Indemnified Party arising out of (i) any breach of its obligations under this Section 3.06 or (ii) negligence, bad faith or willful misconduct on its part in the performance of such obligations.
Exchange Act Reporting Indemnification. Section 12.15 Amendments................................................... Section 12.16 Exchange Act Report Signatures; Delivery of Notices;
Exchange Act Reporting Indemnification. (i) The Subservicer shall indemnify and hold harmless each Certification Party, the Trustee, the Depositor, the Master Servicer and their respective directors, officers, members, managers, employees, agents and Affiliates and each other Person that controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Indemnified Parties") from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Indemnified Party (including the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation) arising out of (x) the failure to perform its obligations to the Master Servicer, the Depositor (or any other depositor related to a securitization involving any Serviced Companion Loan) or Trustee (or any other trustee related to a securitization involving any Serviced Companion Loan) under this Section 3.05 or PSA Article XI by the time required after giving effect to any applicable grace period and cure period or (y) the failure of any Servicing Function Participant or Additional Servicer retained by it to perform its obligations to the Master Servicer, the Depositor (or any other depositor related to a securitization involving any Serviced Companion Loan) or Trustee (or any other trustee related to a securitization involving any Serviced Companion Loan) under this Section 3.05 or PSA Article XI by the time required after giving effect to any applicable grace period and cure period.
Exchange Act Reporting Indemnification. The Subservicer shall indemnify and hold harmless the Servicer, the Servicer’s indemnitees under the Servicing Arrangements and their respective directors, officers, members, managers, employees, agents and Affiliates (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Indemnified Party resulting or arising from:
