Common use of Exchange Act Reporting Indemnification Clause in Contracts

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 (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. (ii) If the indemnification provided for in this Section 3.06(i) is unavailable or insufficient to hold harmless any Indemnified Party, then the Subservicer shall contribute to the amount paid or payable to such Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Subservicer on the one hand and the Indemnified Party on the other in connection with a breach of the Subservicer’s obligations under this Section 3.06 or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith.

Exchange Act Reporting Indemnification. (i) The Subservicer Primary Servicer shall severally and not jointly 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 (collectively, the “Indemnified Parties”) Party from and against any liabilities, losses, damages, penalties, fines, forfeitures, legal fees and expenses expenses, costs of investigation and related costs, judgments judgments, amounts paid in settlement and other costs and expenses incurred by such Indemnified Certification Party arising out of (ia) any a breach of its obligations under to provide any of the annual compliance statements or annual servicing criteria assessment reports or attestation reports pursuant to this Section 3.06 Agreement or (iib) negligence, bad faith or willful misconduct on its part in the performance of such obligations. (ii) . If the indemnification provided for in this Section 3.06(i) herein is unavailable or insufficient to hold harmless any Indemnified Certification Party, then the Subservicer Primary Servicer shall contribute to the amount paid or payable to such Indemnified 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 Subservicer Certification Party on the one hand and the Indemnified Party Primary Servicer on the other in connection with a breach of the Subservicer’s Primary Servicer's obligations under this Section 3.06 to provide any of the annual compliance statements or annual servicing criteria assessment reports or attestation reports required herein or the Subservicer’s Primary Servicer's negligence, bad faith or willful misconduct in connection therewith. If the Primary Servicer engages any Servicing Function Participant with respect to the Mortgage Loans, it shall cause such Servicing Function Participant to agree to provide the same indemnification provided by the Primary Servicer under this Section 3.23.

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 (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. (ii) If the indemnification provided for in this Section 3.06(i) is unavailable or insufficient to hold harmless any Indemnified Party, then the Subservicer shall contribute to the amount paid or payable to such Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Subservicer on the one hand and the Indemnified Party on the other in connection with a breach of the Subservicer’s obligations under this Section 3.06 or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith.

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 '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 (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. (ii) If the indemnification provided for in this Section 3.06(i) is unavailable or insufficient to hold harmless any Indemnified Party, then the Subservicer shall contribute to the amount paid or payable to such Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Subservicer on the one hand and the Indemnified Party on the other in connection with a breach of the Subservicer’s 's obligations under this Section 3.06 or the Subservicer’s 's negligence, bad faith or willful misconduct in connection therewith.