Common use of Indemnification of the Depositor Clause in Contracts

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor or the Senior Trust AdvisorAsset Representations Reviewer, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor or the Senior Trust AdvisorAsset Representations Reviewer, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, caused by any untrue statement or omission or alleged untrue statement or omission contained in (i) made in reliance upon and in conformity with any Underwriters’ Information specifically information relating to such indemnifying Underwriter furnished to the Depositor in writing by such Underwriter through the Lead Underwriters expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information Statement and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus (such information set forth in Section 14 hereof) or (ii) any Underwriter Free Writing Prospectus in the 8-K Information (as defined in Section 7(a)) prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time Prospectus as an integral document and in light of Sale Information); provided that, with respect to the foregoing clause (iicircumstances under which such statements in the 8-K Information and the Prospectus were made), no Underwriter shall be obligated to so indemnify and hold harmless (x) except to the extent that a Seller has agreed to indemnify the Depositor is entitled with respect thereto pursuant to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement; provided, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent no such losses, claims, damages or liabilities are caused by a misstatement material untrue statement or omission resulting arises from an any error or omission in information relating to the Issuer Information which underlying data regarding the Mortgage Loans or the related mortgagors or mortgaged properties provided by the Depositor to such Underwriter. Notwithstanding the foregoing, the indemnity in clause (ii) of the immediately preceding sentence will apply only if such untrue statement or omission or alleged untrue statement or omission was not corrected by Corrective Information subsequently supplied by also an untrue statement or omission or alleged untrue statement or omission in the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of SaleProspectus.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor, the Asset Representations Reviewer or the Senior Trust AdvisorThird Party Purchaser, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor, the Asset Representations Reviewer or the Senior Trust AdvisorThird Party Purchaser, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor, the Asset Representations Reviewer, the Outside Servicer or the Senior Trust AdvisorThird Party Purchaser, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor, the Asset Representations Reviewer, the Outside Servicer or the Senior Trust AdvisorThird Party Purchaser, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Affiliated Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Affiliated Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms indemnity of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, Sellers set forth in the applicable Indemnification Agreement, Agreements and (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, Depositor or any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, Seller to the Underwriters Underwriter at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such indemnifying Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Certificate Administrator and Trustee, the Certificate Administrator Asset Representations Reviewer or the Senior Trust Operating Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in or otherwise made in reliance on or in conformity with the Time of Sale Information or the Prospectus or any Issuer Free Writing Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Certificate Administrator and Trustee, the Certificate Administrator Asset Representations Reviewer or the Senior Trust Operating Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, Agreements and (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters Underwriter at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and or the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such indemnifying Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Certificate Administrator and Trustee, the Certificate Administrator Asset Representations Reviewer or the Senior Trust Operating Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in or otherwise made in reliance on or in conformity with the Time of Sale Information or the Prospectus or any Issuer Free Writing Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Certificate Administrator and Trustee, the Certificate Administrator Asset Representations Reviewer or the Senior Trust Operating Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying the Indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, Agreements and (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Certificate Administrator and Trustee, the Certificate Administrator Asset Representations Reviewer or the Senior Trust Operating Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Certificate Administrator and Trustee, the Certificate Administrator Asset Representations Reviewer or the Senior Trust Operating Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Certificate Administrator and Trustee, the Certificate Administrator Asset Representations Reviewer or the Senior Trust Operating Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Certificate Administrator and Trustee, the Certificate Administrator Asset Representations Reviewer or the Senior Trust Operating Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, The Underwriters severally and not jointly, agree to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement Depositor and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities 1993 Act or Section 20 of the Exchange Act to the same extent as against any and all loss, liability, claim, damage and expense described in the indemnity set forth contained in paragraph (a) aboveSection 7(a), as incurred, but only with respect to any lossesuntrue statements or omissions, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement statements or omission contained in omissions, made (i) in the Prospectus (or any Underwriters’ Information specifically relating amendment thereto), or any preliminary prospectus or the Registration Statement (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Depositor by such indemnifying Underwriter expressly for use in the Registration Statement, Statement (or any Issuer Free Writing Prospectus, any Time of Sale Information and amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or (ii) in the Computational Materials, ABS Term Sheets or Collateral Term Sheets distributed by any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that such untrue statement or alleged untrue statement of a material fact was made in reliance upon and in conformity with Derived Information provided by such Underwriter expressly for use in the Computational Materials, the ABS Term Sheets or the Collateral Term Sheets and the untrue statement or alleged untrue statement did not derive from an inaccuracy in the Depositor-Provided Information used in the preparation of such Computational Materials, ABS Term Sheets or Collateral Term Sheets. The Underwriters respective obligations to indemnify pursuant to this Section are several in proportion to the principal amount of Offered Securities set forth opposite their respective names in Schedule A and not joint. For purposes of this Agreement, as to each Underwriter, "Derived Information" means such portion, if any, of the information delivered to the Depositor is entitled by such Underwriter pursuant to indemnification or contribution therefor under Section 6 for filing with the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from Commission on an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.Additional Materials 8-K and:

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification AgreementAgreements, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at Underwriter far enough in advance of the Time of Sale (in any time event, no later than two business days prior to the Time of Sale) so that such Corrective Information could have been provided to a prospective purchaser prior to the Time of Sale for such prospective purchaser.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.,

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and Trustee or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and Trustee or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the either Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Trustee or the Senior Trust AdvisorPaying Agent, as applicable, set forth in the applicable Indemnification AgreementAgreements, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the either Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Trustee or the Senior Trust AdvisorPaying Agent, as applicable, to the Underwriters at Underwriter far enough in advance of the Time of Sale (in any time event, no later than two business days prior to the Time of Sale) so that such Corrective Information could have been provided to a prospective purchaser prior to the Time of Sale for such prospective purchaser.

Indemnification of the Depositor. Each Underwriter agrees, The Underwriters severally and not jointly, agree to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement Depositor and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities 1993 Act or Section 20 of the Exchange Act to the same extent as against any and all loss, liability, claim, damage and expense described in the indemnity set forth contained in paragraph (a) aboveSection 7(a), as incurred, but only with respect to any lossesuntrue statements or omissions, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement statements or omission contained in omissions, made (i) in the Prospectus (or any Underwriters’ Information specifically relating amendment thereto), or any preliminary prospectus or the Registration Statement (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Depositor by such indemnifying Underwriter expressly for use in the Registration Statement, Statement (or any Issuer Free Writing Prospectus, any Time of Sale Information and amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or (ii) in the Computational Materials, ABS Term Sheets or Collateral Term Sheets distributed by any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that such untrue statement or alleged untrue statement of a material fact was made in reliance upon and in conformity with Derived Information provided by such Underwriter expressly for use in the Computational Materials, the ABS Term Sheets or the Collateral Term Sheets and the untrue statement or alleged untrue statement did not derive from an inaccuracy in the Depositor-Provided Information used in the preparation of such Computational Materials, ABS Term Sheets or Collateral Term Sheets. The Underwriters respective obligations to indemnify pursuant to this Section are several in proportion to the principal amount of Certificates set forth opposite their respective names in Schedule A and not joint. For purposes of this Agreement, as to each Underwriter, "Derived Information" means such portion, if any, of the information delivered to the Depositor is entitled by such Underwriter pursuant to indemnification or contribution therefor under Section 6 for filing with the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from Commission on an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.Additional Materials 8-K and:

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Twenty Percent Master Servicer, the Special Servicer, the Twenty Percent Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Twenty Percent Master Servicer, the Special Servicer, the Twenty Percent Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms indemnity of the indemnity of any Seller, the Master Servicer, the Special Servicer, the TrusteeAdditional Servicer, the Certificate Administrator Trustee or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, Agreements and (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any the Seller, the Master Servicer, the Special Servicer, the TrusteeAdditional Servicer, the Certificate Administrator Trustee or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Excluded Special Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor or the Senior Trust AdvisorAsset Representations Reviewer, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Excluded Special Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor or the Senior Trust AdvisorAsset Representations Reviewer, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the JPMBB 2015-C32 Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor or the Senior Trust AdvisorAsset Representations Reviewer, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the JPMBB 2015-C32 Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor or the Senior Trust AdvisorAsset Representations Reviewer, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, The Underwriters severally and not jointly, agree to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement Depositor and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act to the same extent as against any and all loss, liability, claim, damage and expense described in the indemnity set forth contained in paragraph (a) aboveSection 7(a)(i), as incurred, but only with respect to any lossesuntrue statements or omissions, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement statements or omission contained in omissions, made (i) in the Prospectus (or any Underwriters’ Information specifically relating amendment thereto), or any preliminary prospectus or the Registration Statement (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Depositor by such indemnifying Underwriter expressly for use in the Registration Statement, Statement (or any Issuer Free Writing Prospectus, any Time of Sale Information and amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or (ii) in the Computational Materials, ABS Term Sheets or Collateral Term Sheets distributed by any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that such untrue statement or alleged untrue statement of a material fact was made in reliance upon and in conformity with Derived Information provided by such Underwriter expressly for use in the Computational Materials, the ABS Term Sheets or the Collateral Term Sheets and the untrue statement or alleged untrue statement did not derive from an inaccuracy in the Seller Information used in the preparation of such Computational Materials, ABS Term Sheets or Collateral Term Sheets. The Underwriters respective obligations to indemnify pursuant to this Section are several in proportion to the principal amount of Offered Securities set forth opposite their respective names in Schedule A and not joint. For purposes of this Agreement, as to each Underwriter, "Derived Information" means such portion, if any, of the information delivered to the Depositor is entitled by such Underwriter pursuant to indemnification or contribution therefor under Section 6 for filing with the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from Commission on an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.Additional Materials 8-K and:

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the JPMBB 2015-C27 Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the JPMBB 2015-C27 Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Servicer and Special Servicer, the Trustee, the Trustee and Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Servicer and Special Servicer, the Trustee, the Trustee and Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms indemnity of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, Sellers set forth in the applicable Indemnification AgreementAgreements, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, Depositor or any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, Seller to the Underwriters at any time Underwriter far enough in advance of the Time of Sale so that such Corrective Information could have been provided to a prospective purchaser prior to the Time of SaleSale for such prospective purchaser.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor, the Asset Representations Reviewer, the Other Master Servicer or the Senior Trust AdvisorOther Special Servicer, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor, the Asset Representations Reviewer, the Other Master Servicer or the Senior Trust AdvisorOther Special Servicer, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Servicer and Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Servicer and Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying the Indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the either Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, Agreements and (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the either Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and Trustee or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and Trustee or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, Agreements and (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters Underwriter at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor, the Asset Representations Reviewer or the Senior Trust AdvisorOther Special Servicer, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor, the Asset Representations Reviewer or the Senior Trust AdvisorOther Special Servicer, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the either Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, Agreements and (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the either Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters Underwriter at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided provided, that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the either Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification AgreementAgreements, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the either Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at Underwriter far enough in advance of the Time of Sale (in any time event, no later than two business days prior to the Time of Sale) so that such Corrective Information could have been provided to a prospective purchaser prior to the Time of Sale for such prospective purchaser.

Indemnification of the Depositor. Each Underwriter agreesThe Assignor shall indemnify, severally and not jointly, to indemnify defend and hold harmless the Depositor, its directors, its officers who signed the Registration Statement Depositor and each personof its successors, if any, who controls permitted transferees and assigns (including the Depositor within Series 2008-A Trustee and any Trustee under an Exchange Notes Indenture for the meaning of Section 15 benefit of the Securities Act or Section 20 holders of the Exchange Act Notes) against any and all claims, losses and liabilities and related costs and expenses, including reasonable attorneys’ fees (the foregoing being collectively referred to as “Indemnified Amounts”) that may at any time be imposed on, incurred by or asserted against any of them arising out of or as a result of a breach by the Assignor of any of its representations, warranties or covenants hereunder or the failure to vest and maintain in the Depositor a first priority perfected ownership or security interest in the Assets, free of any Lien arising through the Assignor or anyone claiming through or under the Assignor. The Assignor shall pay to the same extent as the indemnity set forth in paragraph (a) aboveDepositor, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based uponon demand, any untrue statement or omission or alleged untrue statement or omission contained in and all amounts necessary to indemnify the Depositor for (i) any Underwriters’ Information specifically and all recording and filing fees in connection with the transfer of the Loans from the Assignor to the Depositor, and any and all liabilities with respect to, or resulting from any delay in paying when due, any taxes (including sales, excise or property taxes) payable in connection 174 with the transfer of the Loans from the Assignor to the Depositor and (ii) costs, expenses and reasonable counsel fees in defending against the same. The Depositor agrees that notwithstanding any claim, counterclaim or defense which it may have against the Assignor, due to a breach by the Assignor under this Agreement or for any other reason, and notwithstanding the bankruptcy of the Assignor or any other event whatsoever, the Depositor’s sole remedy shall be a claim hereunder against the Assignor for money damages, and then only to the extent of funds available to the Assignor. To the extent that funds are not available to pay the Assignor’s indemnification obligations under this Section 10(m), the claims relating to such indemnifying Underwriter obligations will not constitute a claim (as defined in Section 101 of the Registration StatementBankruptcy Code). The agreements in this Section 10(m) shall survive the termination of this Agreement and the payment of all amounts payable hereunder. For purposes of this Section 10(m), any Issuer Free Writing Prospectusreference to the Depositor shall include any officer, any Time of Sale Information and the Prospectus (director, employee or agent thereof, or any amendment successor or supplement thereto) assignee thereof or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.. 175

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the any Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Trustee or the Senior Trust AdvisorPaying Agent, as applicable, set forth in the applicable Indemnification AgreementAgreements, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the any Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Trustee or the Senior Trust AdvisorPaying Agent, as applicable, to the Underwriters at Underwriter far enough in advance of the Time of Sale (in any time event, no later than two business days prior to the Time of Sale) so that such Corrective Information could have been provided to a prospective purchaser prior to the Time of Sale for such prospective purchaser.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor, the Asset Representations Reviewer or the Senior Trust AdvisorOther Master Servicer, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor, the Asset Representations Reviewer or the Senior Trust AdvisorOther Master Servicer, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Asset Representations Reviewer, KeyBank or the Senior Trust AdvisorSitus, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Asset Representations Reviewer, KeyBank or the Senior Trust AdvisorSitus, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the either Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, set forth in the applicable Indemnification Agreement, Agreements and (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the either Master Servicer, the Special Servicer, Servicer or the Trustee, the Certificate Administrator or the Senior Trust Advisor, as applicable, to the Underwriters Underwriter at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and or the Prospectus (or any amendment or supplement thereto) or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such indemnifying Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided that, with respect to the foregoing clause (ii), no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the Master Servicer, the Special Servicer, the Note Administrator and Indenture Trustee, the Certificate Administrator Asset Representations Reviewer or the Senior Trust Operating Advisor, as applicable, set forth in the applicable Indemnification Agreement, (y) with respect to information that is also contained in or otherwise made in reliance on or in conformity with the Time of Sale Information or the Prospectus or any Issuer Free Writing Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, the Issuer, any Seller, the Master Servicer, the Special Servicer, the Note Administrator and Indenture Trustee, the Certificate Administrator Asset Representations Reviewer or the Senior Trust Operating Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale.

Indemnification of the Depositor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Depositor, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in (i) any Underwriters’ ' Information specifically relating to such indemnifying Underwriter in the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter (in the case of an omission or an alleged omission, when read in conjunction with the Time of Sale Information); provided thatprovided, with respect to the foregoing clause (ii), that no Underwriter shall be obligated to so indemnify and hold harmless (x) to the extent that the Depositor is entitled to indemnification or contribution therefor under the terms of the indemnity of any Seller, the any Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Trustee or the Senior Trust AdvisorCo-Trustee, as applicable, set forth in the applicable Indemnification AgreementAgreements, (y) with respect to information that is also contained in the Time of Sale Information or the Prospectus or (z) to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the any Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator Trustee or the Senior Trust AdvisorCo-Trustee, as applicable, to the Underwriters at Underwriter far enough in advance of the Time of Sale (in any time event, no later than two business days prior to the Time of Sale) so that such Corrective Information could have been provided to a prospective purchaser prior to the Time of Sale for such prospective purchaser.