Common use of Indemnification by the Trustee and the Certificate Administrator Clause in Contracts

Indemnification by the Trustee and the Certificate Administrator. The Trustee and the Certificate Administrator, as applicable, shall indemnify and hold harmless the Trust, the Servicer, the Special Servicer, the Operating Advisor, the Depositor and each other party to this Agreement from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust, the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as applicable, that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator, as applicable, of its representations and warranties under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Trustee or the Certificate Administrator, as applicable, in the performance of its obligations under this Agreement or its reckless disregard of its obligations and duties under this Agreement. For the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust, the Certificate Administrator, the Trustee, the Operating Advisor, the Servicer, the Special Servicer or the Depositor is required to indemnify the Trust or another party to this Agreement for costs, fees and expenses, such costs, fees and expenses are intended to include attorney’s fees and expenses relating to the enforcement of such indemnity.

Indemnification by the Trustee and the Certificate Administrator. The Trustee and the Certificate Administrator, as applicable, shall indemnify and hold harmless the Trust, the Servicer, the Special Servicer, the Operating Advisor, the Depositor and each other party to this Agreement from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust, the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as applicable, that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator, as applicable, of its representations and warranties under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Trustee or the Certificate Administrator, as applicable, in the performance of its obligations under this Agreement or its reckless disregard of its obligations and duties under this Agreement. For the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust, the Certificate Administrator, the Trustee, the Operating Advisor, the Servicer, the Special Servicer or the Depositor is required to indemnify the Trust or another party to this Agreement for costs, fees and expenses, such costs, fees and expenses are intended to include attorney’s fees and expenses relating to the enforcement of such indemnity.