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 Servicer, the Special Servicer, the Depositor and each other 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 Trust, the Servicer, the Special Servicer 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.