Common use of Indemnification by the Servicer, the Special Servicer, the Operating Advisor and the Depositor Clause in Contracts

Indemnification by the Servicer, the Special Servicer, the Operating Advisor and the Depositor. (a) Each of the Servicer, the Special Servicer, the Operating Advisor and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as applicable, or any breach by the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as the case may be, of its obligations to the Trust or the Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer, the Operating Advisor and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, the Companion Loan Holders and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’ fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer, the Special Servicer or the Operating Advisor of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

Indemnification by the Servicer, the Special Servicer, the Operating Advisor and the Depositor. (a) Each of the Servicer, the Special Servicer, the Operating Advisor and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as applicablethe case may be, or any breach by the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as the case may be, of its obligations to the Trust or the Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer, the Operating Advisor and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, the each Companion Loan Holders Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’ fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer, the Special Servicer or the Operating Advisor of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

Indemnification by the Servicer, the Special Servicer, the Operating Advisor and the Depositor. (a) Each of the Servicer, the Special Servicer, the Operating Advisor and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as applicable, or any breach by the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as the case may be, of its obligations to the Trust or the Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer, the Operating Advisor and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, the each Companion Loan Holders Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’ fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer, the Special Servicer or the Operating Advisor of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.