Common use of Exchange Act Reporting Indemnification Clause in Contracts

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 Performing Party's negligence, bad faith or willful misconduct in connection therewith. The Master Servicer and Special Servicer shall cause each Additional Servicer or Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing indemnification and contribution obligations.

Exchange Act Reporting Indemnification. __Each of the TrusteeServicer, the Master Servicer Special Servicer, the Trustee and the Special Servicer Paying Agent 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 expenses and related costs, judgments, amounts paid in settlement judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the TrusteeServicer, the Master Servicer or the Special Servicer, the Trustee or the Paying Agent, 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 TrusteeServicer, the Master Servicer or the Special Servicer, as applicable, the Trustee or the Paying Agent in the performance of such obligations. The Master Servicer and the Special Servicer shall use [reasonable] best efforts to cause each Additional Servicer and each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than any party to this Agreement) to indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses, costs of investigation expenses and related costs, judgments, amounts paid in settlement judgments 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 assessment of servicing criteria compliance reports or attestation reports pursuant to this Agreement, or the applicable sub-servicing or primary servicing agreement agreement, as applicable, or (ii) negligence, bad faith or willful misconduct its part in the performance of such obligationsobligations thereunder. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the Paying Agent, 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 this Article XII (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 reportsreports or otherwise comply with the requirements of this Article XII) or the Performing Party's negligence, bad faith or willful misconduct in connection therewith. The Master Servicer and Special Servicer shall use [reasonable] best efforts to cause each Additional Servicer or Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than any party to this Agreement) to the Mortgage Loans to agree to the foregoing indemnification and contribution obligations.

Exchange Act Reporting Indemnification. Each of the TrusteeMaster Servicer, the Master Special Servicer and the Special Servicer Trustee shall severally and not jointly indemnify and hold harmless each other and each Certification Party Party, the Depositor and 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, from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses, costs of investigation expenses and related costs, judgments, amounts paid in settlement judgments 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 its part of the Trustee, the Master Servicer or the Special Servicer, as applicable, in the performance of such obligations. The Master Servicer, the Special Servicer and the Special Servicer Trustee shall use commercially reasonable efforts to cause each Additional Servicer and each Servicing Function Participant with which which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans (other than any party to this Agreement and any Designated Sub-Servicer) to indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses, costs of investigation expenses and related costs, judgments, amounts paid in settlement judgments 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 assessment of servicing criteria compliance reports or attestation reports pursuant to this Agreement, or the applicable subSub-servicing or primary servicing agreement Servicing Agreement, as applicable, or (ii) negligence, bad faith or willful misconduct on its part in the performance of such obligationsobligations thereunder. 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")) shall contribute, 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 this Article XII (or breach of its representations or obligations under the applicable subSub-servicing or primary servicing agreement Servicing Agreement to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports) or the Performing Party's negligence, bad faith or willful misconduct in connection therewith. The Master Servicer, Special Servicer and Special Servicer the Trustee shall use reasonable efforts to cause each Additional Servicer or Servicing Function Participant with which it has entered into a servicing relationship (other than any party to this Agreement and any Designated Sub-Servicer) with respect to the Mortgage Loans to agree to the foregoing indemnification and contribution obligations. Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify in writing the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party under this Agreement except to the extent that such omission to notify materially prejudices the indemnifying party. In case any such action is brought against any indemnified party, after the indemnifying party has been notified of the commencement of such action, such indemnifying party shall be entitled to participate therein (at its own expense) and, to the extent that it may wish, shall be entitled to assume the defense thereof (jointly with any other indemnifying party similarly notified) with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any expenses subsequently incurred in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party fails within a reasonable period of time to designate counsel that is reasonably satisfactory to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) in any one jurisdiction separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. However, if settled with such consent, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such settlement to the extent that the indemnifying party is otherwise required to do so under this Agreement. If an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party (which consent shall not be unreasonably withheld) or, if such settlement (i) provides for an unconditional release of the indemnified party in connection with all matters relating to the proceeding that have been asserted against the indemnified party in such proceeding by the other parties to such settlement and (ii) does not require an admission of fault by the indemnified party, without the consent of the indemnified party.

Exchange Act Reporting Indemnification. Each of the TrusteeMaster Servicer, the Master Servicer Special Servicer, the Trustee and the Special Servicer Paying Agent 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 expenses and related costs, judgments, amounts paid in settlement judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the TrusteeMaster Servicer, the Master Servicer or the Special Servicer, the Trustee or the Paying Agent, as the case may be, of its obligations under this Article XII XI or (ii) negligence, bad faith or willful misconduct on the part of the TrusteeMaster Servicer, the Master Servicer or the Special Servicer, as applicable, the Trustee or the Paying Agent in the performance of such obligations. The Master Servicer and the Special Servicer shall use [reasonable] best efforts to cause each Additional Servicer and each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than any party to this Agreement) to indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses, costs of investigation expenses and related costs, judgments, amounts paid in settlement judgments 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 assessment of servicing criteria compliance reports or attestation reports pursuant to this Agreement, or the applicable sub-servicing or primary servicing agreement agreement, as applicable, or (ii) negligence, bad faith or willful misconduct its part in the performance of such obligationsobligations thereunder. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the Paying Agent, 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 this Article XI (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 reportsreports or otherwise comply with the requirements of this Article XI) or the Performing Party's negligence, bad faith or willful misconduct in connection therewith. The Master Servicer and Special Servicer shall use reasonable best efforts to cause each Additional Servicer or Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than any party to this Agreement) to the Mortgage Loans to agree to the foregoing indemnification and contribution obligations.

Exchange Act Reporting Indemnification. Each of the TrusteeMaster Servicer, the Master Special Servicer and the Special Servicer Trustee shall severally and not jointly indemnify and hold harmless each Certification Party from Party, the Depositor, 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, damagesclaims, penaltiesdamages and other liabilities, fines, forfeituresincluding without limitation the costs of investigation, legal fees defense and expenses, costs of investigation and related costs, judgments, any amounts paid in settlement and other costs and expenses incurred by such Certification Party of any claim or litigation arising out of (i) an actual breach by the Trustee, the Master Servicer or the Special Servicer, as the case may be, of failure to perform its obligations to the Depositor or Trustee under this Article XII X by the time required after giving effect to any applicable grace period or (ii) negligence, bad faith the failure of any Servicing Function Participant or willful misconduct on Additional Servicer retained by it (other than a Loan Seller Sub-Servicer) to perform its obligations to the part of Depositor or Trustee under this Article X by the Trustee, the Master Servicer or the Special Servicer, as applicable, in the performance of such obligationstime required after giving effect to any applicable grace period. The Master Servicer, the Special Servicer and the Special Servicer Trustee shall use commercially reasonable efforts to cause each Additional Servicer and each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Loan Seller Sub-Servicer) 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 expenses and related costs, judgments, amounts paid in settlement judgments 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 assessment of servicing criteria compliance reports or attestation reports pursuant to this Agreement, or the applicable sub-servicing agreement or primary servicing agreement or (ii) negligenceagreement, bad faith or willful misconduct its part in the performance of such obligationsas applicable. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the Trustee, each Additional Servicer or other Servicing Function Participant (the "Performing Party")) shall and the Master Servicer, as applicable, the Special Servicer and the Trustee shall use reasonable efforts to cause each Servicing Function Participant with which it has entered into a servicing relationship (other than (x) a party to this Agreement or (y) any Loan Seller Sub-Servicer) with respect to the Mortgage Loans to 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 Performing Party's negligence, bad faith or willful misconduct in connection therewith. this Article X. The Master Servicer, the Special Servicer and Special Servicer the Trustee shall use reasonable efforts to cause each Additional Servicer or Servicing Function Participant (other than Loan Seller Sub-Servicers) with which it has entered into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing indemnification and contribution obligations.

Exchange Act Reporting Indemnification. Each of the TrusteeMaster Servicer, the Master Special Servicer and the Special Servicer Trustee shall severally and not jointly indemnify and hold harmless each Certification Party from Party, the Depositor (and any other depositor related to a securitization involving any Serviced 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, damagesclaims, penaltiesdamages and other liabilities, fines, forfeituresincluding without limitation the costs of investigation, legal fees defense and expenses, costs of investigation and related costs, judgments, any amounts paid in settlement and other costs and expenses incurred by such Certification Party of any claim or litigation arising out of (i) an actual breach by the Trustee, the Master Servicer or the Special Servicer, as the case may be, of failure to perform its obligations to the Depositor (and any other depositor related to a securitization involving any Serviced Companion Loan) or Trustee (and any other trustee related to a securitization involving any Serviced Companion Loan) under this Article XII X by the time required after giving effect to any applicable grace 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 obligationscure period. The Master Servicer, the Special Servicer and the Special Servicer Trustee shall use commercially reasonable efforts to cause each Additional Servicer and each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Loan Seller Sub-Servicer) 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 expenses and related costs, judgments, amounts paid in settlement judgments 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 assessment of servicing criteria compliance reports or attestation reports pursuant to this Agreement, or the applicable subSub-servicing or primary servicing agreement or (ii) negligenceServicing Agreement, bad faith or willful misconduct its part in the performance of such obligationsas applicable. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the Trustee, each Additional Servicer or other Servicing Function Participant (the "Performing Party")) shall and the Master Servicer, as applicable, the Special Servicer and the Trustee shall use reasonable efforts to cause each Servicing Function Participant with which it has entered into a servicing relationship (other than (x) a party to this Agreement or (y) any Loan Seller Sub-Servicer) with respect to the Mortgage Loans to 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 Performing Party's negligence, bad faith or willful misconduct in connection therewith. this Article X. The Master Servicer, the Special Servicer and Special Servicer the Trustee shall use reasonable efforts to cause each Additional Servicer or Servicing Function Participant (other than Loan Seller Sub-Servicers) with which it has entered into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing indemnification and contribution obligations.

Exchange Act Reporting Indemnification. Each of the TrusteeMaster Servicers, the Master Special Servicer and the Special Servicer Trustee shall severally and not jointly indemnify and hold harmless each Certification Party from Party, the Depositor, 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, damagesclaims, penaltiesdamages and other liabilities, fines, forfeituresincluding without limitation the costs of investigation, legal fees defense and expenses, costs of investigation and related costs, judgments, any amounts paid in settlement and other costs and expenses incurred by such Certification Party of any claim or litigation arising out of (i) an actual breach by the Trustee, the Master Servicer or the Special Servicer, as the case may be, of failure to perform its obligations to the Depositor or Trustee under this Article XII X by the time required after giving effect to any applicable grace 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 obligationscure period. The Master Servicers, the Special Servicer and the Special Servicer Trustee shall use commercially reasonable efforts to cause each Additional Servicer and each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Loan Seller Sub-Servicer) 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 expenses and related costs, judgments, amounts paid in settlement judgments 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 assessment of servicing criteria compliance reports or attestation reports pursuant to this Agreement, or the applicable subSub-servicing or primary servicing agreement or (ii) negligenceServicing Agreement, bad faith or willful misconduct its part in the performance of such obligationsas applicable. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the each Master Servicer, the Special Servicer, the Trustee, each Additional Servicer or other Servicing Function Participant (the "Performing Party")) shall and the Master Servicer, as applicable, the Special Servicer and the Trustee shall use reasonable efforts to cause each Servicing Function Participant with which it has entered into a servicing relationship (other than (x) a party to this Agreement or (y) any Loan Seller Sub-Servicer) with respect to the Mortgage Loans to 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 12.04this Article X. The applicable Master Servicer, 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 Performing Party's negligence, bad faith or willful misconduct in connection therewith. The Master Special Servicer and Special Servicer the Trustee shall use reasonable efforts to cause each Additional Servicer or Servicing Function Participant (other than Loan Seller Sub-Servicers) with which it has entered into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing indemnification and contribution obligations.

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 the Master Servicer, the Special Servicer and the Trustee shall cause each respective Servicing Function Participant with which it has entered into a servicing relationship engaged 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, 327 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 assessment reports or attestation reports pursuant to the any 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 Servicer, the Trustee 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 any applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance assessment reports or attestation reports) or the Performing Party's negligence, bad faith or willful misconduct in connection therewith. The Master Servicer and Special Servicer shall cause each Additional Servicer, and the Master Servicer, the Special Servicer or and the Trustee shall cause each Servicing Function Participant with or Closing Date Sub-Servicer which it has entered into a servicing relationship with respect to the Mortgage Loans engaged to agree to the foregoing indemnification and contribution obligations; provided that the Master Servicer or Special Servicer, as applicable, shall in no event have any liability for the failure of any such Servicing Function Participant or Closing Date Sub-Servicer to comply with any obligations to provide annual compliance statements, annual servicing criteria compliance reports, accountant's certifications, Backup Certifications or other obligations pursuant to a Sub-Servicing Agreement and arising out of the Master Servicer's or Special Servicer's obligations pursuant to this Article XII, or for such Servicing Function Participant's or Closing Date Sub-Servicer's negligence, bad faith or willful misconduct with respect to such obligations.