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

Indemnification by Trustee and the Certificate Administrator. The Trustee, and the Certificate Administrator, as applicable, shall indemnify and hold harmless the Trust, the Depositor, the Servicer and the Special Servicer (each, for the purposes of this Section 8.12 only, an “Indemnified Party”), from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Indemnified Party in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator of its representations and warranties made under this Agreement, or (ii) the negligence, bad faith, fraud or willful misconduct on the part of the Trustee or the Certificate Administrator in the performance of its obligations or negligent disregard of its obligations and duties under this Agreement. The Certificate Administrator shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.

Indemnification by Trustee and the Certificate Administrator. The Trustee, and the Certificate Administrator, as applicableapplicable (each, for the purposes of this Section 8.12 only, an “Indemnifying Party”), shall indemnify and hold harmless the Trust, the Depositor, the Servicer and the Special Servicer (each, for the purposes of this Section 8.12 only, an “Indemnified Party”), from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Indemnified Party in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator of its representations and warranties made under this Agreement, or (ii) the negligence, bad faith, fraud or willful misconduct on the part of the Trustee or the Certificate Administrator in the performance of its obligations or negligent disregard of its obligations and duties under this Agreement. The Certificate Administrator shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.

Indemnification by Trustee and the Certificate Administrator. The Trustee, Trustee and the Certificate Administrator, as applicableapplicable (each, for the purposes of this Section 8.12 only, an “Indemnifying Party”), shall indemnify and hold harmless the Trust, the Depositor, the Servicer and the Special Servicer (each, for the purposes of this Section 8.12 only, an “Indemnified Party”), from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Indemnified Party in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator of its representations and warranties made under this Agreement, or (ii) the negligence, bad faith, fraud or willful misconduct on the part of the Trustee or the Certificate Administrator in the performance of its obligations or negligent disregard of its obligations and duties under this Agreement. The Certificate Administrator shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.

Indemnification by Trustee and the Certificate Administrator. The Trustee, and the Certificate AdministratorAdministrator (each, for purposes of this Section 8.12 only, an “Indemnifying Party”), as applicable, shall indemnify and hold harmless the Trust, the Depositor, the Servicer and Servicer, the Special Servicer Servicer, each Senior Pari Passu Companion Loan Holder and each other, and their respective Affiliates and each of the directors, officers, employees and agents of the foregoing and their respective Affiliates (each, for the purposes of this Section 8.12 only, an “Indemnified Party”), from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Indemnified Party in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) ), that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator Administrator, as the case may be, of its representations and warranties made under this Agreement, or (ii) the negligence, bad faith, fraud or willful misconduct on the part of the Trustee or the Certificate Administrator Administrator, as the case may be, in the performance of its obligations and duties or its negligent disregard of its obligations and duties under this Agreement. The Certificate Administrator shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.

Indemnification by Trustee and the Certificate Administrator. The Trustee, and the Certificate AdministratorAdministrator (each, for purposes of this Section 8.12 only, an “Indemnifying Party”), as applicable, shall indemnify and hold harmless the Trust, the Depositor, the Servicer and Servicer, the Special Servicer and each other, and their respective Affiliates and each of the directors, officers, employees and agents of the foregoing and their respective Affiliates (each, for the purposes of this Section 8.12 only, an “Indemnified Party”), from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Indemnified Party in connection with this Agreement Trust, the Servicer or the Special Servicer (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) ), that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator Administrator, as the case may be, of its representations and warranties made under this Agreement, or (ii) the negligence, bad faith, fraud or willful misconduct on the part of the Trustee or the Certificate Administrator Administrator, as the case may be, in the performance of its obligations and duties or its negligent disregard of its obligations and duties under this Agreement. The Certificate Administrator shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.

Indemnification by Trustee and the Certificate Administrator. The Trustee, and the Certificate Administrator, as applicable, shall indemnify and hold harmless the Trust, the Depositor, the Servicer and the Special Servicer (each, for the purposes of this Section 8.12 only, an “Indemnified Party”), from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Indemnified Party in connection with this Agreement (includingTrust, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party Servicer and the Indemnified Party or between the Indemnified Party and any third party or otherwise) Special Servicer that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator of its representations and warranties made under this Agreement, or (ii) the negligence, bad faith, fraud or willful misconduct on the part of the Trustee or the Certificate Administrator in the performance of its obligations or negligent disregard of its obligations and duties under this Agreement. The Certificate Administrator shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.

Indemnification by Trustee and the Certificate Administrator. The Trustee, Trustee and the Certificate Administrator, as applicable, severally and not jointly, shall indemnify and hold harmless the Trust, the Depositor, the Servicer and the Special Servicer (each, for the purposes of this Section 8.12 only, an “Indemnified Party”), Trust from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Indemnified Party in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) Trust that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator (including in its capacity as 17g-5 Information Provider) of its representations and warranties made warranties, as applicable, under this Agreement, Agreement or (ii) the negligence, bad faith, fraud faith or willful misconduct on the part of the Trustee or the Certificate Administrator (including in its capacities as Certificate Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information Provider) in the performance of its obligations to the Trust or the Certificateholders under this Agreement or its negligent disregard of its obligations and duties under this Agreement. The Certificate Administrator shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.