Common use of Indemnification; Third Party Claims Clause in Contracts

Indemnification; Third Party Claims. (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Master Servicer (the “Special Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, “Special Master Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trusteeexpenses, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (Ai) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (Bii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (Ciii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (Div) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Master Servicer (the “Special "Master Servicer Indemnified Parties”") shall be indemnified and held harmless by the Trust out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes (including REO Loans)Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special collectively, "Master Servicer Losses”") incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Mortgage Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or dutieshereunder. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Mortgage Loan or any B Note. In the case of any such Special Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. Each Seller shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (aeach, an "Indemnified Party") The Special Servicer from and against any Affiliatecosts, directordamages, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes expenses (including REO Loansreasonable attorneys' fees and costs, irrespective of whether or not incurred in connection with the defense of any actual or threatened action, proceeding, or claim), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costsinjuries, judgments and liabilities or losses ("Losses") suffered or sustained in any other costsway by any such Person, liabilities, fees and expenses no matter how or when arising (“Special Servicer Losses”) including Losses incurred or sustained in connection with any legal action judgment, award, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, Loan and/or any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) assume the defense of any action properly taken by the Special Servicer such claim and pay all expenses in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trusteeconnection therewith, the Controlling Class Representative including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Master Servicer pursuant Indemnified Party in respect of such claim. Nothing contained herein shall prohibit the Indemnified Party, at its expense, from retaining its own counsel to assist in any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents such proceedings or to observe such proceedings; provided that neither Seller shall be entitled obligated to indemnification from the Trust for pay or comply with any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report settlement to which it has not consented. All amounts required to be provided paid or reimbursed by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) Seller hereunder shall be paid out of collections on, or reimbursed as and other proceeds of, when incurred by the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any Indemnified Party upon demand therefor by such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Indemnified Party.

Indemnification; Third Party Claims. (a) The Special Servicer shall indemnify the Owner and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold it harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments judgments, and any other costs, liabilitiesfees and expenses that the Owner may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 7.01. The Servicer immediately shall notify the Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify Xxxxxx Xxx, Xxxxxxx Mac, or the trustee with respect to any claim made by a third party with respect to any Reconstitution Agreement, assume (with the prior written consent of the Owner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Owner in respect of such claim. The Servicer shall follow any written instructions received from the Owner in connection with such claim. The Owner promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer's indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement. The Owner shall indemnify the Servicer and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses (“Special that the Servicer Losses”) incurred may sustain in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing way related to the Special Servicer by failure of the Trustee, the Controlling Class Representative or the Master Servicer pursuant Owner to any provision of this Agreement, and the Special Servicer and each of perform its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred duties in connection compliance with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily any Reconstitution Agreement entered into pursuant to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Section 7.01.

Indemnification; Third Party Claims. (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any the A/B Notes Mortgage Loan (including REO Loans), if and to the extent that the matter relates to such A/B Mortgage Loan) against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an the instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative Trustee or the Master Servicer pursuant to any provision of this Agreement, Agreement in each case and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ ' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such obligations or duties. Except as provided claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the following sentenceCertificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification for provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer Losses described was found to have acted with willful misfeasance, bad faith or negligence. Notwithstanding the foregoing, if such loss, liability or expense relates specifically to a particular Serviced Pari Passu Mortgage Loan (or another Mortgage Loan included in the preceding paragraph (including in Trust) or a particular Serviced Companion Mortgage Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan, other Mortgage Loan or Serviced Companion Mortgage Loan, as applicable and not out of proceeds of any related B Note. If such loss, liability or expense relates to an A/B Mortgage Loan but does not relate to the case of such Special Servicer Losses that related A Note and does not relate primarily to the administration of the Trust, to Trust or any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) , then such indemnification shall be paid first out of collections on, and other proceeds of, the Mortgage Loans related B Note until such point as such indemnification is paid in full or a whole but not Final Recovery Determination has been made with respect to such B Note and only then out of collections on, or and other proceeds of, any Serviced Companion Loan or any B the related A Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:.

Indemnification; Third Party Claims. The Servicer shall indemnify and hold harmless the Owner and its affiliates and their respective officers, directors, shareholders, employees, agents, successors and any assigns from, and shall reimburse them for, all Damages incurred by or asserted against any of such individuals or entities on or after the Effective Date which arise out of, or are in connection with or result from: (ai) The Special any false, inaccurate or untrue representation or warranty made by Servicer and contained in this Agreement; or (ii) the non-fulfillment or non-performance of any Affiliate, director, officer, employee, member, manager covenant or agent obligation of the Special Servicer contained in this Agreement; or (iii) any failure of the “Special Servicer Indemnified Parties”on or after the Effective Date to comply with Accepted Servicing Practices for which the Servicer is responsible under this Agreement, except to the extent that such failure occurs as a result of the non-compliance by the Owner with any of its obligations under this Agreement. Notwithstanding anything contained herein to the contrary, the Servicer’s obligations of indemnity pursuant to this Section 8.01 shall exclude Damages to the extent resulting from or arising out of (i) the failure of any Prior Servicer to service the loans in accordance with Accepted Servicing Practices or (ii) the Owner’s failure to deliver the information required by the Servicer to service the Mortgage Loans in accordance with the Accepted Servicing Practices. To the extent that the Servicer has actual knowledge of any failure described in (i) and (ii) above, the Servicer shall use all reasonable efforts to give to Owner timely notice with respect thereto; provided, however, that failure of the Servicer to give such notice shall not affect the Servicer’s exclusion from obligations of indemnity set forth in subsections (i) and (ii) of this Section 8.01. For purposes of indemnification, the representations and warranties of the Servicer contained in this Agreement shall be deemed to have been made without any limitation or qualification as to materiality or knowledge with respect to such representations and warranties, in each case that are set forth in any such representation or warranty herein, it being the intention of the parties that the Owner shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans from and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or Damages resulting from the Certificates or any exercise failure of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a such representation or warranty made to be true, correct and complete in any respect or the failure by the Servicer to duly and punctually perform any covenant, agreement or undertaking of the Servicer contained in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator and any Affiliatethe Trustee, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee to indemnification under this Section 8.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to (i) this Trust Agreement, any Mortgage Loansthe Servicing Agreements, any Serviced Companion LoansAssignment Agreement, any B Notes, any REO Property the Custodial Agreement or the Certificates or any exercise that is an “unanticipated expense” within the meaning of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing Treasury Regulations Section 1.860G-1(b)(3)(ii), except to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to extent that any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any such loss, liability or expense is related to (including attorneys’ feesi) incurred in connection with a material breach of the provision by the Special Servicer of any information included by the Special Servicer Master Servicer’s representations and warranties in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; Trust Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Account.

Indemnification; Third Party Claims. Each Seller shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (a) The Special Servicer and any Affiliateeach, director, officer, employee, member, manager or agent of the Special Servicer (the an “Special Servicer Indemnified PartiesParty”) shall be indemnified from and held harmless out of the proceeds of the Mortgage Loansagainst any costs, any Serviced Companion Loans and any B Notes damages, expenses (including REO Loansreasonable attorneys’ fees and costs, irrespective of whether or not incurred in connection with the defense of any actual or threatened action, proceeding, or claim), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costsinjuries, judgments and any other costs, liabilities, fees and expenses liabilities or losses (“Special Servicer Losses”) suffered or sustained in any way by any such Person, no matter how or when arising (including Losses incurred or sustained in connection with any legal action judgment, award, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in strict compliance with the terms hereof and in accordance with the standard of care in Section 9.03. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, Loan and/or any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) assume (with the prior written consent of the Purchaser) the defense of any action properly taken by the Special Servicer such claim and pay all expenses in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trusteeconnection therewith, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees, and (iii) incurred promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Purchaser in connection respect of such claim. Nothing contained herein shall prohibit the Purchaser, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither Seller shall be obligated to pay or comply with the provision by the Special any settlement to which it has not consented. The Servicer of any information included by the Special Servicer shall be reimbursed from amounts on deposit in the report required Collection Account for all amounts advanced by it pursuant to be provided by the Special Servicer second preceding sentence except when the claim in any way relates to the Servicer’s indemnification pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Section 9.01.

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify the Owner, its successors and assigns, and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer Owner, and the NIMs Insurer (the “Special Servicer each an "Indemnified Parties”Person") shall be indemnified and held hold each such Indemnified Person harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans from and any B Notes (including REO Loans), against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses that such Indemnified Person may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation, warranty or covenant of the Servicer contained herein. The Servicer shall notify the Owner and the NIMs Insurer in accordance with Section 11.04 herein of any claim made by a third party against the Servicer, the Owner or both, with respect to this Agreement, the Mortgage Loans and/or any alleged act by Owner. The Owner shall assume the defense of any such claim and pay all costs and expenses (“Special including reasonable legal fees and expenses) of defending the Servicer Losses”) incurred in connection with and itself against any legal action relating to such claim other than (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred related to the Servicer's failure to perform Servicer's duties in connection strict compliance with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than ; and (ii) any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or negligent by reason of reckless disregard of its obligations and duties hereunder. The Owner shall promptly pay, discharge and satisfy any judgment or decree that may be entered against it in respect of such obligations claim. If in any event, the Servicer incurred any expenses or duties. Except as provided in fees related to the following sentenceabove, indemnification for Special the Owner shall reimburse the Servicer Losses described in within thirty (30) Business Days upon receipt of an invoice from the Servicer of all amounts advanced by the Servicer pursuant to the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:sentence.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, Securities Administrator and any Affiliatethe Trustee, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, Securities Administrator, the Servicer, and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Servicer or the Trustee to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to (i) this Agreement, any Mortgage Loansthe Servicing Agreements, any Serviced Companion Loansthe Sale Agreements, any B Notes, any REO Property the Step 2 Assignment Agreements or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing Certificates, except to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to extent that any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any such loss, liability or expense is related to (including attorneys’ feesi) incurred in connection with a material breach of the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made Master Servicer's representations and warranties in this Agreement; Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Distribution Account.

Indemnification; Third Party Claims. (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust, and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an the instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative Trustee or the Master Servicer pursuant to any provision of this Agreement, Agreement in each case and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ ' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or by reason of negligent disregard of such obligations or dutiesand duties hereunder. Except as provided in the following sentence, indemnification for The Special Servicer Losses described in shall assume the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer Losses that do not relate primarily was found to the administration of the Trusthave acted with willful misfeasance, to any REMIC Pool bad faith or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:negligence.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Servicer, Securities Administrator, the Trustee, and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified Trust and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator, the Trustee or the Trust may sustain as a result of the Master Servicer’s (a) willful malfeasance, bad faith or negligence in the performance of its duties hereunder, (b) reckless disregard for its obligations and duties under this Agreement or (c) failure to provide the assessment, attestation and annual statement of compliance in accordance with Section 9.02. The Depositor, the Servicer, the Securities Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Servicer, the Securities Administrator, the Trustee or the Trust to indemnification under this Section 9.14, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or that the Master Servicer pursuant may incur or sustain in connection with, arising out of or related to this Agreement or the Certificates, except to the extent that any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any such loss, liability or expense is related to (including attorneys’ feesi) incurred a material breach of the Master Servicer’s representations and warranties in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (Aii) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence on the part of that party in the performance or by reason of its reckless disregard of its duties and obligations or duties under this Agreement or negligent disregard (iii) failure to provide the assessment, attestation and annual statement of compliance in accordance with Section 9.02; provided that any such obligations loss, liability or dutiesexpense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Except as provided The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Distribution Account.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Sponsor, the Trustee and any AffiliateNIMS Insurer and their respective officers, directordirectors, officeragents and affiliates, employee, member, manager or agent and hold each of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments judgments, and any other costs, liabilitiesliability, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreementthat the Depositor, any Mortgage Loansthe Sponsor, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates Trustee or any exercise NIMS Insurer may sustain arising out of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and based upon (iia) any action properly taken material breach by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b) or Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Special Servicer pursuant to this AgreementMaster Servicer, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (Dc) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasancenegligence, bad faith or negligence on willful misconduct of the part of that Master Servicer in connection with its performance hereunder. The Depositor, the Sponsor, the Trustee and any NIMS Insurer shall immediately notify the Master Servicer if a claim is made by a third party in the performance of its obligations or duties under with respect to this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections onentitling the Depositor, or other proceeds ofthe Sponsor, any Serviced Companion Loan the Trustee or any B Note. In NIMS Insurer to indemnification hereunder, whereupon the case Master Servicer shall assume the defense of any such Special Servicer Losses that do not relate primarily to claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. This indemnification shall survive the administration termination of this Agreement or the termination of the Trust, Master Servicer as a party to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:this Agreement.

Indemnification; Third Party Claims. Each Seller shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (a) The Special Servicer and any Affiliateeach, director, officer, employee, member, manager or agent of the Special Servicer (the an “Special Servicer Indemnified PartiesParty”) shall be indemnified from and held harmless out of the proceeds of the Mortgage Loansagainst any costs, any Serviced Companion Loans and any B Notes damages, expenses (including REO Loansreasonable attorneys’ fees and costs, irrespective of whether or not incurred in connection with the defense of any actual or threatened action, proceeding, or claim), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costsinjuries, judgments and any other costs, liabilities, fees and expenses liabilities or losses (“Special Servicer Losses”) suffered or sustained in any way by any such Person, no matter how or when arising (including Losses incurred or sustained in connection with any legal action judgment, award, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof and in accordance with the standard of care in Section 9.03. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, Loan and/or any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) assume (with the prior written consent of the Purchaser) the defense of any action properly taken by the Special Servicer such claim and pay all expenses in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trusteeconnection therewith, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees, and (iii) incurred promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Purchaser in connection respect of such claim. Nothing contained herein shall prohibit the Purchaser, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither Seller shall be obligated to pay or comply with the provision by the Special any settlement to which it has not consented. The Servicer of any information included by the Special Servicer shall be reimbursed from amounts on deposit in the report required Collection Account for all amounts advanced by it pursuant to be provided by the Special Servicer second preceding sentence except when the claim in any way relates to the Servicer’s indemnification pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Section 9.01.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall, immediately upon notice to it, notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 8.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold it harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to (i) this Trust Agreement, any Mortgage LoansServicing Agreement, any Serviced Companion LoansAssignment Agreement, any B Notes, any REO Property the Custodial Agreement or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing Certificates, except to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to extent that any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any such loss, liability or expense (including attorneys’ feesa) incurred in connection with is related to (i) a material breach of the provision by the Special Servicer of any information included by the Special Servicer Master Servicer’s representations and warranties in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; Trust Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement or (b) does not constitute an “unanticipated expense” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Account.

Indemnification; Third Party Claims. Each Seller shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees (aeach, an "Indemnified Party") The Special Servicer from and against any Affiliatecosts, directordamages, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes expenses (including REO Loansreasonable attorneys' fees and costs, irrespective of whether or not incurred in connection with the defense of any actual or threatened action, proceeding, or claim), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costsinjuries, judgments and liabilities or losses ("Losses") suffered or sustained in any other costsway by any such Person, liabilities, fees and expenses no matter how or when arising (“Special Servicer Losses”) including Losses incurred or sustained in connection with any legal action judgment, award, or settlement), in connection with or relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in compliance with the terms hereof and in accordance with the standard of care in Section 9.03. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, Loan and/or any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) assume (with the prior written consent of the Purchaser) the defense of any action properly taken such claim and pay all expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Purchaser in respect of such claim. Nothing contained herein shall prohibit the Purchaser, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that neither Seller shall be obligated to pay or comply with any settlement to which it has not consented. The Servicer shall be reimbursed from amounts on deposit in the Collection Account for all amounts advanced by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing it pursuant to the Special Servicer by second preceding sentence except when the Trustee, claim in any way relates to the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to Servicer's indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Section 9.01.

Indemnification; Third Party Claims. (a) The Each Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the each such Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust, and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B NotesLoan, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses Agreement, and (ii) any action properly taken by the such Special Servicer in accordance with this Agreement based on an the instruction delivered in writing to the such Special Servicer by the Trustee, the Controlling Class Representative Trustee or the applicable Master Servicer pursuant to any provision of this Agreement, and the such Special Servicer and each of its partners, representatives, Affiliates, members, managers, directors, officers, employees, members, managers and employees or agents shall in each case be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ ' fees) incurred in connection with the provision by the such Special Servicer of any information included by the such Special Servicer in the report required to be provided by the such Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or by reason of negligent disregard of obligations and duties hereunder. The applicable Special Servicer shall assume the defense of any such obligations or duties. Except as provided claim (with counsel reasonably satisfactory to such Special Servicer) and the Trust shall pay, from amounts on deposit in the following sentenceapplicable Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification for Special Servicer Losses described in provided herein shall survive the preceding paragraph (including in termination of this Agreement and the case termination or resignation of such Special Servicer Losses that relate primarily to Servicer. Any expenses incurred or indemnification payments made by the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) Trust shall be paid out reimbursed by such Special Servicer, if a court of collections oncompetent jurisdiction makes a final, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any non-appealable judgment that such Special Servicer Losses that do not relate primarily was found to the administration of the Trusthave acted with willful misfeasance, to any REMIC Pool bad faith or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:negligence.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator and any Affiliatethe Trustee, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall, immediately upon notice to it, notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 8.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees and expense, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or that the Master Servicer pursuant may incur or sustain in connection with, arising out of or related to any provision of this Trust Agreement, and the Special Servicer and each of its AffiliatesServicing Agreements, directorsany Assignment Agreement, officersthe Custodial Agreement or the Certificates, employees, members, managers and agents shall be entitled except to indemnification from the Trust for extent that any such loss, liability or expense (including attorneys’ feesx) incurred in connection with is related to (i) a material breach of the provision by the Special Servicer of any information included by the Special Servicer Master Servicer’s representations and warranties in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; Trust Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement or (y) does not constitute an “unanticipated expense” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Account.

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify and any Affiliate, director, officer, employee, member, manager or agent to hold each of the Special Servicer (Trust, the “Special Servicer Indemnified Parties”) shall be indemnified Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and held each Noteholder harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special that the Trust, the Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and any Noteholder may sustain in any way related to the failure of the Servicer Losses”) incurred to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and the other Basic Documents. Each indemnified party and the Servicer shall immediately notify the other indemnified parties if a claim is made by a third party with respect to this Agreement and the other Basic Documents, and the Servicer shall assume the defense of any such claim and pay all expenses in connection with therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any legal action relating to (i) this Agreementjudgment or decree which may be entered against the Trust, any Mortgage Loansthe Owner Trustee, any Serviced Companion Loansthe Depositor, any B Notesthe Servicer, any REO Property or the Certificates or any exercise Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and/or a Noteholder in respect of any right under this Agreement reasonably requiring such claim. The Indenture Trustee shall reimburse the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based Section 5.08 hereof, out of collections on an instruction delivered in writing the Mortgage Loans for the Due Period, for all amounts advanced by it pursuant to the Special preceding sentence except to the extent that the claim relates directly to the failure of the Servicer by to service and administer the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred Mortgages in connection compliance with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance provided, that is otherwise reimbursable the Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such reimbursement. The obligations of the Servicer under this Agreement; (C) incurred in connection with Section 5.19 arising prior to any legal action resignation or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration termination of the Trust, to any REMIC Pool Servicer hereunder shall survive the resignation or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration termination of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Servicer.

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Master Servicer (the “Special Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, “Special Master Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trusteeexpenses, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (Ai) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (Bii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (Ciii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (Div) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Master Servicer (the “Special Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, “Special Master Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trusteeexpenses, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (Ai) specifically required to be borne by the party seeking indemnification, without 276 right of reimbursement pursuant to the terms of this Agreement; (Bii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (Ciii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (Div) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator and any Affiliatethe Trustee, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee to indemnification under this Section 8.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or that the Master Servicer pursuant may incur or sustain in connection with, arising out of or related to any provision of this Trust Agreement, and the Special Servicer and each of its AffiliatesServicing Agreements, directorsany Assignment Agreement, officersthe Custodial Agreement or the Certificates, employees, members, managers and agents shall be entitled except to indemnification from the Trust for extent that any such loss, liability or expense is related to (including attorneys’ feesi) incurred in connection with a material breach of the provision by the Special Servicer of any information included by the Special Servicer Master Servicer’s representations and warranties in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; Trust Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Account.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Servicer, Depositor, the Sponsor, the Securities Administrator, the Responsible Party, the Trustee and any Affiliatethe Trust, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Servicer, Depositor, the Sponsor, the Securities Administrator, the Responsible Party, the Trustee or the Trust may sustain as a result of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, including any failure by the Master Servicer or any Subcontractor utilized by such Master Servicer to deliver any information, report, certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any failure by the Master Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. The Depositor, the Sponsor, the Securities Administrator, the Servicer, the Responsible Party and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator, the Servicer, the Responsible Party, the Trustee or the Trust to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption as successor master servicer (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under this Agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with with, arising out of or related to this Agreement or the Certificates, except to the extent that any legal action relating such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) resulting from any action properly taken by breach of the Special Servicer applicable Servicer's obligations in accordance connection with this Agreement based on an instruction delivered for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (iii) resulting from any breach of the Responsible Party's obligations in writing connection with the Purchase Agreement, for which the Responsible Party has performed its obligation to the Special Servicer by the Trustee, the Controlling Class Representative or indemnify the Master Servicer pursuant to any provision the Purchase Agreement, or (iv) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for ; provided that any such loss, liability or expense (including attorneys’ fees) constitutes an "unanticipated expense incurred in connection with the provision by the Special REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer of shall be entitled to reimbursement for any information included by the Special Servicer such indemnified amount from funds on deposit in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Distribution Account.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, Securities Administrator and any Affiliatethe Trustee, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Servicer or the Trustee may sustain as a result of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, Securities Administrator, the Servicer, and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Servicer or the Trustee to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to (i) this Agreement, any Mortgage Loansthe Servicing Agreements, any Serviced Companion Loansthe Sale Agreements, any B Notes, any REO Property the Step 2 Assignment Agreements or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing Certificates, except to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to extent that any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any such loss, liability or expense is related to (including attorneys’ feesi) incurred in connection with a material breach of the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made Master Servicer's representations and warranties in this Agreement; Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Distribution Account.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator, the Servicers and any Affiliatethe Trustee, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator, the Servicers or the Trustee may sustain as a result of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator, the Servicers, and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Servicers or the Trustee to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to (i) this Agreement, any Mortgage Loansthe Servicing Agreements, any Serviced Companion Loansthe Sale Agreements, any B Notes, any REO Property the Step 2 Assignment Agreements or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing Certificates, except to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to extent that any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any such loss, liability or expense is related to (including attorneys’ feesi) incurred in connection with a material breach of the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made Master Servicer's representations and warranties in this Agreement; Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Distribution Account.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator, the Servicers, the Trustee and any AffiliateCustodians, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator, the Servicers, the Trustee or the Custodians may sustain as a result of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator, the Servicers, the Trustee and the Custodians, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Servicers, the Trustee or the Custodians to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to (i) this Agreement, any Mortgage Loansthe Servicing Agreements, any Serviced Companion Loansthe Sale Agreements, any B Notes, any REO Property the Step 2 Assignment Agreements or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing Certificates, except to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to extent that any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any such loss, liability or expense is related to (including attorneys’ feesi) incurred in connection with a material breach of the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made Master Servicer's representations and warranties in this Agreement; Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Distribution Account.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any Affiliateother costs, directorliability, officerfees and expenses that the Depositor, employee, member, manager the Securities Administrator or agent the Trustee may sustain as a result of the Special Servicer (Master Servicer’s willful malfeasance, bad faith or negligence in the “Special Servicer Indemnified Parties”) shall be indemnified performance of its duties hereunder or by reason of its reckless disregard for its obligations and held harmless out duties under this Trust Agreement. Each of the proceeds of Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage LoansLoans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any Serviced Companion Loans such claim and pay all expenses in connection therewith, including counsel fees and expenses, and promptly pay, discharge and satisfy any B Notes (including REO Loans), judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to (i) this Agreement, any Mortgage Loansthe Servicing Agreements, any Serviced Companion Loansthe Sale Agreements, any B Notes, any REO Property the Step 2 Assignment Agreements or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing Certificates, except to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to extent that any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any such loss, liability or expense is related to (including attorneys’ feesi) incurred in connection with a material breach of the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made Master Servicer’s representations and warranties in this Agreement; Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Certificate Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor, the Certificate Registrar, the Paying Agent and the Trustee (aand each of their respective directors, officers, employees and agents) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent hold each of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments judgments, and any other costs, liabilitiesliability, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreementthat the Depositor, any Mortgage Loansthe Sponsor, any Serviced Companion Loansthe Certificate Registrar, any B Notes, any REO Property the Paying Agent or the Certificates or any exercise Trustee may sustain as a result of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (iia) any action properly taken material breach by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to of any provision of this Agreement, and the Special Servicer and each of its Affiliatesobligations hereunder, directorsincluding particularly its obligations to provide any report under Section 9.25(a), officersSection 9.25(b) or Section 9.26 or any information, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability data or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report materials required to be included in any Exchange Act report, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even of advised of the possibility of such damages, (b) any material misstatement or omission on any information, data, or materials provided by the Special Servicer pursuant to this AgreementMaster Servicer, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (Dc) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasancenegligence, bad faith or negligence on willful misconduct of the part of that Master Servicer in connection with its performance hereunder. The Depositor, the Sponsor, the Certificate Registrar, the Paying Agent and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party in the performance of its obligations or duties under with respect to this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections onentitling the Depositor, the Sponsor or other proceeds ofthe Trustee to indemnification hereunder, any Serviced Companion Loan or any B Note. In whereupon the case Master Servicer shall assume the defense of any such Special Servicer Losses that do not relate primarily to claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. This indemnification shall survive the administration termination of this Agreement or the termination of the Trust, Master Servicer as a party to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:this Agreement.

Indemnification; Third Party Claims. (a) The Special Servicer In addition to the indemnification provided in Section 6.03, Seller shall indemnify and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), Purchaser against any and all claims, losses, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred that Purchaser may sustain in connection with any legal action relating way related to (ia) the failure of Seller to perform its duties, obligations, covenants and agreements and service the Mortgage Loans in strict compliance with the terms of this AgreementAgreement or Reconstitution Agreement entered into pursuant to Section 5.05, and/or (b) comply with applicable law. Seller shall immediately notify Purchaser if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, and Seller shall assume (with the consent of Purchaser) the defense of any Serviced Companion Loanssuch claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any B Notesjudgment or decree which may be entered against Seller or Purchaser in respect of such claim. Seller shall provide Purchaser with a written report of all expenses and advances incurred by Seller pursuant to this Section 13.01 and Purchaser shall promptly reimburse Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to Seller's indemnification pursuant to Section 6.03, any REO Property or the Certificates failure of the Seller to (a) service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and Reconstitution Agreement, and/or (iib) any action properly taken by the Special Servicer in accordance comply with this Agreement based on an instruction delivered in writing applicable law. Notwithstanding anything to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred contrary in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than the event that Purchaser or its designee becomes record owner of any lossMortgaged Property, liability or expense: (A) specifically required Seller shall not be deemed to be borne by the party seeking indemnification, without right of reimbursement pursuant have failed to perform its obligations hereunder where it fails to act in response to any notice delivered to the terms record holder of this Agreement; the Mortgaged Property if (Bi) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; statutory notice was not delivered to Seller, (Cii) incurred in connection with any legal action or claim against Seller had no actual knowledge of the party seeking indemnification, resulting from any breach on the part situation surrounding such notice and (iii) Seller's inaction was due entirely to Seller's lack of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard receipt of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:notice.

Indemnification; Third Party Claims. (a) The Special Servicer Company agrees to indemnify the Purchaser and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold it harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred that the Purchaser may sustain in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing way related to the Special Servicer by failure of the TrusteeCompany to observe and perform its duties, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreementobligations, covenants, and agreements to service the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred Mortgage Loans in connection strict compliance with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes , including, but not limited to, the loss, damage, or misplacement of any documentation delivered to the Company pursuant to Section 2.07 and the Company's failure to perform the obligations set forth in Section 11.10. The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way from any claim, demand, defense or assertion based on or grounded upon, or resulting from any assertion based on, grounded upon or resulting from a Servicing Advance that is otherwise reimbursable under breach or alleged breach of any of the representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement; . The Company shall immediately notify the Purchaser if a claim covered by the indemnification herein is made by a third party against the Company with respect to this Agreement or the Mortgage Loans, assume (Cwith the consent of the Purchaser) incurred the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Company shall follow any written instructions received from the Purchaser in connection with any legal action or such claim. The Purchaser shall promptly reimburse the Company for all amounts advanced by it pursuant to the two preceding sentences except when the claim against relates to the party seeking indemnificationfailure of the Company to service and administer the Mortgages in strict compliance with the terms of this Agreement, resulting from any the breach on the part of that party of a representation or warranty made set forth in this Agreement; Sections 3.01 or (D) incurred in connection with any legal action 3.02, or claim against the party seeking indemnification, resulting from any willful misfeasancenegligence, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration willful misconduct of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance Company. The provisions of any tax under the REMIC Provisions or the actual payment this Section 8.01 shall survive termination of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:this Agreement.

Indemnification; Third Party Claims. (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of 322 reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall, immediately upon notice to it, notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 8.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold it harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or that the Master Servicer pursuant may incur or sustain in connection with, arising out of or related to any provision of this Trust Agreement, and the Special Servicer and each of its AffiliatesServicing Agreements, directorsany Assignment Agreement, officersthe Custodial Agreement or the Certificates, employees, members, managers and agents shall be entitled except to indemnification from the Trust for extent that any such loss, liability or expense (including attorneys’ feesa) incurred in connection with is related to (i) a material breach of the provision by the Special Servicer of any information included by the Special Servicer Master Servicer’s representations and warranties in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; Trust Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement or (b) does not constitute an “unanticipated expense” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Account.

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify the Purchaser and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold it harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilitiesfees and expenses that the Purchaser may sustain in any way related to the failure of the Servicer to observe and perform its duties, obligations, covenants, and agreements to service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, and covenants in strict compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.02 or 3.03 of this Agreement. An indemnifying party hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (“Special Servicer Losses”with the consent of the Purchaser, which consent shall not be unreasonably withheld) incurred the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. An indemnifying party hereunder shall follow any written instructions received from the Purchaser in connection with any legal action relating such claim. The Purchaser shall promptly reimburse an indemnifying party hereunder for all amounts advanced by it pursuant to (i) this Agreementthe two preceding sentences except when the claim results from, any Mortgage Loansrelates to, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise arises out of any right under this Agreement reasonably requiring liability, obligation, act or omission of the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing Servicer, including but not limited to the Special Servicer by the TrusteeServicer's or Seller's indemnification obligation pursuant to this Section 8.01, the Controlling Class Representative or Servicer's the Master failure of the Servicer pursuant to any provision service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller or Servicer to perform its duties and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer obligations pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right breach of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made set forth in this Agreement; Sections 3.02 or (D) incurred in connection with any legal action 3.03, or claim against the party seeking indemnification, resulting from any willful misfeasancenegligence, bad faith or negligence on willful misconduct of either the part Seller or the Servicer. The provisions of that party in the performance this Section 8.01 shall survive termination of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration and transfer of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:servicing rights.

Indemnification; Third Party Claims. (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer (the “"Special Servicer Indemnified Parties”") shall be indemnified and held harmless by the Trust out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“collectively, "Special Servicer Losses”") incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Mortgage Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Special Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder. If such loss, liability or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in expense relates to an A/B Mortgage Loan but does not relate to the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that related A Note and does not relate primarily to the administration of the Trust, to Trust or any REMIC Pool formed hereunder or the 000 Xxxxxx Xxxxxx Pari Passu Loan REMIC or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) , then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note and then out of collections on, and other proceeds of, the Mortgage Loans. Notwithstanding the foregoing, if such loss, liability or expense relates solely to a particular Serviced Pari Passu Mortgage Loan (or another Mortgage Loan included in the Trust) or a particular Serviced Companion Mortgage Loan and not any B Note, then such indemnification shall be paid first out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan, other Mortgage Loan or Serviced Companion Mortgage Loan, as applicable, and then out of collections on, and other proceeds of, the Mortgage Loans as a whole but (and not out of collections on, or other proceeds of, of any Serviced Companion Loan or any related B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:).

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator, the Servicers, the Trustee and any Affiliatethe Custodians, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator, the Servicers, the Trustee or the Custodians may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator, the Servicers, the Trustee and the Custodians, as applicable shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Servicers, the Trustee or the Custodians to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to (i) this Agreement, any Mortgage Loansthe Servicing Agreements, any Serviced Companion Loansthe Sale Agreements, any B Notes, any REO Property the Assignment Agreements or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing Certificates, except to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to extent that any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any such loss, liability or expense is related to (including attorneys’ feesi) incurred in connection with a material breach of the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made Master Servicer’s representations and warranties in this Agreement; Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Distribution Account.

Indemnification; Third Party Claims. (a) The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust, and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage LoansLoan, any the Serviced Companion Loans, any B NotesLoan, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses any Intercreditor Agreement, and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an the instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative Trustee or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its partners, representatives, Affiliates, members, managers, directors, officers, employees, members, managers and employees or agents shall in each case be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ ' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or by reason of negligent disregard of such obligations or dutiesand duties hereunder. Except as provided in the following sentence, indemnification for The Special Servicer Losses described in shall assume the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer Losses that do not relate primarily was found to the administration of the Trusthave acted with willful misfeasance, to any REMIC Pool bad faith or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:negligence.

Indemnification; Third Party Claims. (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any 322 B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Master Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage Loans, any the Serviced Companion Loans, any B NotesLoan, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder. The Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or duties under decree which may be entered against it or them in respect of such claim and satisfy any settlement or other disposition in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement or negligent disregard of the Master Servicer in such obligations capacity. The Trustee, the Paying Agent or duties. Except as provided in the following sentenceMaster Servicer shall promptly make from the Certificate Account (and, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily if and to the administration of extent that the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) amount due shall be paid out of from collections on, and other proceeds of, the Mortgage Loans Serviced Companion Loan, as a whole but not described above, out of collections on, or other proceeds of, any the Serviced Companion Loan or Custodial Account) any B Note. In payments certified by the case of any such Special Master Servicer Losses that do not relate primarily to the administration of Trustee and the Trust, Paying Agent as required to any REMIC Pool or be made to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Master Servicer pursuant to this Section 8.25.

Indemnification; Third Party Claims. Notwithstanding any limitation in this Contract, each of NFP and Children’s Trust (a) The Special Servicer and any Affiliateeach, director, officer, employee, member, manager or agent of the Special Servicer (the an “Special Servicer Indemnified PartiesIndemnifying Party”) shall be indemnified defend and held harmless out indemnify each other Party and such Party’s respective officers, agents, and employees (each, an “Indemnified Party”) against all suits or claims of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes nature (including REO Loans), against any and all claimsdamages, lossessettlement payments, penaltiesattorneys’ fees, fines, forfeitures, legal fees and related costs, judgments and any other costsexpenses, liabilitieslosses or liabilities attributable thereto) (collectively, fees and expenses (“Special Servicer Losses”) incurred by any third party that arises out of, or results in connection any way from, any defect in services provided hereunder or from any act or omission of Indemnifying Party, its subcontractors, employees, workmen, servants, or agents, other than with respect to Losses caused by such Indemnified Party’s material breach of this Agreement, negligence, or intentional misconduct. The applicable Indemnifying Party shall be given written notice of any suit or claim. The applicable Indemnifying Party shall be allowed to defend such claim so long as such defense is diligently and capably prosecuted through legal action relating counsel. The applicable Indemnifying Party shall be allowed to settle any such suit or claim so long as (i) this Agreementall settlement payments are made by (and any deferred settlement payments are the sole liability of) such Indemnifying Party, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) the settlement imposes no non-monetary obligation upon any action properly taken by other Party, without such Party’s express consent. No Indemnifying Party shall admit liability or agree to a settlement or other disposition of the Special Servicer suit or claim, in accordance whole or in part, without prior written consent of the other Parties. Each Party shall reasonably cooperate with this Agreement based on an instruction delivered Indemnifying Party in writing to the Special Servicer by the Trustee, the Controlling Class Representative its defense of such suit or the Master Servicer pursuant to any provision claim. The obligations of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents paragraph shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms survive termination of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Contract.

Indemnification; Third Party Claims. (a) The Special Each Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special each such Master Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any such Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard hereunder. Subject to the provisions of such obligations or duties. Except as provided in Section 9.40, the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses claims or losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Notewhole. In A Master Servicer shall assume the case defense of any such Special claim (with counsel reasonably satisfactory to such Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim and satisfy any settlement or other disposition in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement or of the Master Servicers in such capacity. The Trustee, the Paying Agent or the Master Servicers shall promptly make from the applicable Certificate Account any payments certified by the applicable Master Servicer Losses that do not relate primarily to the administration of Trustee and the Trust, Paying Agent as required to any REMIC Pool or be made to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:applicable Master Servicer pursuant to this Section 8.25.

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify and any Affiliate, director, officer, employee, member, manager or agent to hold each of the Special Servicer (Trust, the “Special Servicer Indemnified Parties”) shall be indemnified Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and held each Noteholder harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special that the Trust, the Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and any Noteholder may sustain in any way related to the failure of the Servicer Losses”) incurred to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and the other Basic Document. Each indemnified party and the Servicer shall immediately notify the other indemnified parties if a claim is made by a third party with respect to this Agreement and the other Basic Documents, and the Servicer shall assume the defense of any such claim and pay all expenses in connection with therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any legal action relating to (i) this Agreementjudgment or decree which may be entered against the Trust, any Mortgage Loansthe Owner Trustee, any Serviced Companion Loansthe Depositor, any B Notesthe Servicer, any REO Property or the Certificates or any exercise Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and/or a Noteholder in respect of any right under this Agreement reasonably requiring such claim. The Indenture Trustee shall reimburse the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based Section 5.08 hereof, out of collections on an instruction delivered in writing the Mortgage Loans for the Due Period, for all amounts advanced by it pursuant to the Special preceding sentence except to the extent that the claim relates directly to the failure of the Servicer by to service and administer the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred Mortgages in connection compliance with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance provided, that is otherwise reimbursable the Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such reimbursement. The obligations of the Servicer under this Agreement; (C) incurred in connection with Section 5.19 arising prior to any legal action resignation or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration termination of the Trust, to any REMIC Pool Servicer hereunder shall survive the resignation or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration termination of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Servicer

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Master Servicer (the “Special "Master Servicer Indemnified Parties”") shall be indemnified and held harmless by the Trust out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced the WestShore Plaza Companion Loans Loan and any B Notes (including REO Loans)Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special collectively, "Master Servicer Losses”") incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced the WestShore Plaza Companion LoansLoan, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or dutieshereunder. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced the WestShore Plaza Companion Loan or any B Note. In the case of any such Special Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any the A/B Notes Mortgage Loan (including REO Loans), if and to the extent that the matter relates to such A/B Mortgage Loan) against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an the instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative Trustee or the Master Servicer pursuant to any provision of this Agreement, Agreement in each case and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ ' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such obligations or duties. Except as provided claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the following sentenceCertificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification for provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer Losses described was found to have acted with willful misfeasance, bad faith or negligence. Notwithstanding the foregoing, if such loss, liability or expense relates specifically to the WestShore Plaza Pari Passu Loan (or another Mortgage Loan included in the preceding paragraph (including in Trust) or the case WestShore Plaza Companion Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such Special Servicer Losses that WestShore Plaza Pari Passu Loan, other Mortgage Loan or the WestShore Plaza Companion Loan, as applicable and not out of proceeds of any related B Note. If such loss, liability or expense relates to an A/B Mortgage Loan but does not relate to the related A Note and does not relate primarily to the administration of the Trust, to Trust or any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) , then such indemnification shall be paid first out of collections on, and other proceeds of, the Mortgage Loans related B Note until such point as such indemnification is paid in full or a whole but not Final Recovery Determination has been made with respect to such B Note and only then out of collections on, or and other proceeds of, any Serviced Companion Loan or any B the related A Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:.

Indemnification; Third Party Claims. (a) The Special Each Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special such Master Servicer (the “Special "Master Servicer Indemnified Parties”") shall be indemnified and held harmless by the Trust out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes (including REO Loans)Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special collectively, "Master Servicer Losses”") incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Mortgage Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any applicable Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or dutieshereunder. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Mortgage Loan or any B Note. In the case of any such Special Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer (the “"Special Servicer Indemnified Parties”") shall be indemnified and held harmless by the Trust out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“collectively, "Special Servicer Losses”") incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Mortgage Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Special Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder. If such loss, liability or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in expense relates to an A/B Mortgage Loan but does not relate to the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that related A Note and does not relate primarily to the administration of the Trust, to Trust or any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) , then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note and then out of collections on, and other proceeds of, the Mortgage Loans. Notwithstanding the foregoing, if such loss, liability or expense relates solely to a particular Serviced Pari Passu Mortgage Loan (or another Mortgage Loan included in the Trust) or a particular Serviced Companion Mortgage Loan and not any B Note, then such indemnification shall be paid first out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan, other Mortgage Loan or Serviced Companion Mortgage Loan, as applicable, and then out of collections on, and other proceeds of, the Mortgage Loans as a whole but (and not out of collections on, or other proceeds of, of any Serviced Companion Loan or any related B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:).

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify and any Affiliatehold the Indenture Trustee, directorthe Issuer, officerthe Seller, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified Securities Insurer and held each Securityholder harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans from and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or that the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Indenture Trustee, the Controlling Class Representative Issuer, the Seller, the Securities Insurer or any Securityholder may sustain directly resulting from the Master negligence or willful misconduct of the Servicer pursuant in the performance of its duties hereunder or in the servicing of the Home Loans in compliance with the terms of this Agreement. IT IS THE EXPRESS INTENTION OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS OF THE SERVICER SET FORTH IN THE PRECEDING SENTENCE SHALL APPLY FULLY TO CLAIMS, LOSSES, ETC. RESULTING FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE ORDINARY NEGLIGENCE ON THE PART OF THE SERVICER. The Servicer shall not be liable or responsible for any of the representations, covenants, warranties, responsibilities, duties or liabilities of any prior Servicer. The Servicer shall immediately notify the Indenture Trustee, the Issuer, the Seller, the Securities Insurer and each Securityholder if a claim is made by a third party with respect to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense assume (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration consent of the Trust, to any REMIC Pool or to any determination respecting Indenture Trustee and the amount, payment or avoidance of any tax under Issuer) the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such Special Servicer Losses that do not relate primarily claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the administration Servicer, the Indenture Trustee, the Issuer, the Seller, the Securities Insurer and/or any Securityholder in respect of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:such claim.

Indemnification; Third Party Claims. (a) The Each Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the such Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust, and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B NotesLoan, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses Agreement, and (ii) any action properly taken by the such Special Servicer in accordance with this Agreement based on an the instruction delivered in writing to the such Special Servicer by the Trustee, the Controlling Class Representative Trustee or the applicable Master Servicer pursuant to any provision of this Agreement, and the such Special Servicer and each of its partners, representatives, Affiliates, members, managers, directors, officers, employees, members, managers and employees or agents shall in each case be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ ' fees) incurred in connection with the provision by the such Special Servicer of any information included by the such Special Servicer in the report required to be provided by the such Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or by reason of negligent disregard of obligations and duties hereunder. Such Special Servicer shall assume the defense of any such obligations or duties. Except as provided claim (with counsel reasonably satisfactory to such Special Servicer) and the Trust shall pay, from amounts on deposit in the following sentenceapplicable Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification for provided herein shall survive the termination of this Agreement and the termination or resignation of the applicable Special Servicer Losses described in Servicer. Any expenses incurred or indemnification payments made by the preceding paragraph (including in Trust shall be reimbursed by the case applicable Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that such Special Servicer Losses that relate primarily was found to have acted with willful misfeasance, bad faith or negligence. Notwithstanding the administration of the Trustforegoing, if such loss, liability or expense relates specifically to any REMIC Pool or to any determination respecting the amounta Serviced Companion Loan, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) then such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any such Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Loan.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Purchaser, the Securities Administrator and any Affiliatethe Trustee, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Purchaser, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, including any failure by the Master Servicer or any Subcontractor utilized by such Master Servicer to deliver any information, report, certification or accountants' letter when and as required under Section 8.13 or 8.14, including without limitation any failure by the Master Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. The Depositor, the Purchaser, the Securities Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving the Trustee without the Trustee's prior written consent unless such settlement involves a complete, unqualified and absolute release of the Trustee from any and all liability in connection with such claim. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with with, arising out of or related to this Agreement or the Certificates, except to the extent that any legal action relating to such loss, liability or expense is a result of (i) a material breach of the Master Servicer's representations and warranties in this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by breach of the Special Servicer Servicer's obligations in accordance connection with this Agreement based on an instruction delivered in writing for which the Servicer has performed its obligation to indemnify the Master Servicer, the Trustee and the Custodian pursuant to the Special Servicer by IndyMac Servicing Agreement, if applicable, (iii) any breach of the TrusteeOriginal Loan Seller's obligations in connection with the IndyMac Assignment Agreement, for which the Controlling Class Representative or Original Loan Seller has performed its obligation to indemnify the Master Servicer pursuant to any provision the IndyMac Assignment Agreement, or (iv) the Master Servicer's willful malfeasance, bad faith or negligence or its reckless disregard of its duties and obligations under this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for ; provided that any such loss, liability or expense (including attorneys’ fees) constitutes an "unanticipated expense incurred in connection with the provision by the Special REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer of shall be entitled to reimbursement for any information included by the Special Servicer such indemnified amount from funds on deposit in the report required to be provided by Distribution Account. The foregoing indemnity shall survive the Special resignation or removal of the Master Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms termination of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:.

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Master Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder. The Master Servicer shall promptly notify the Trustee if a claim is made by a third party with respect to this Agreement or duties the Mortgage Loans entitling the Master Servicer to indemnification hereunder, whereupon the Trustee, on behalf of the Trust, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee shall not affect any rights the Master Servicer may have to indemnification under this Agreement or negligent disregard otherwise, unless the Trust is prejudiced thereby. The indemnification provided herein shall survive the termination of such obligations this Agreement. The Trustee or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in shall promptly make from the preceding paragraph (including in Certificate Account any payments certified by the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, Trustee as required to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily made to the administration of the Trust, Master Servicer pursuant to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:this Section 8.25.

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify and any Affiliatehold the Trustee, directorthe Co-Trustee, officerthe Custodian, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified Certificate Insurer and held each Certificateholder harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by that the Trustee, the Controlling Class Representative or Co-Trustee, the Master Custodian, the Certificate Insurer and any Certificateholder may sustain in any way related to the failure of the Servicer pursuant and the Claims Administrator to any provision perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Special Servicer shall assume (with the consent of the Trustee) the defense of any such claim and each pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Claims Administrator, the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and/or Certificateholder in respect of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification such claim. The Trustee may reimburse the Servicer from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer related Expense Account pursuant to this AgreementSection 6.03(c)(i), in and, if necessary, from amounts otherwise payable to the Holders of the Class X Certificates from the Pool Remaining Amount Available with respect to each case other than any loss, liability or expense: (A) specifically required to be borne Pool for all amounts advanced by the party seeking indemnification, without right of reimbursement it pursuant to the preceding sentence with respect to the Trust Fund except when the Claim relates directly to the failure of the Servicer or the Claims Administrator to service and administer the Mortgages in compliance with the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:.

Indemnification; Third Party Claims. (a) The Special Each Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special each such Master Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage Loans, any the Serviced Companion Loans, any B NotesLoans (as provided in the following paragraph), any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any such Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or dutieshereunder. Except as provided in the following sentencesentence and subject to the provisions of Section 9.40, the indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses claims or losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any each Serviced Companion Loan or any B NoteLoan. In the case of any such Special Servicer Losses claims or losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:, if such claims or losses relate to a Serviced Loan Group, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, the Senior Mortgage Loans, as applicable, and the Serviced Companion Loans, as applicable, in the relative proportions provided for in the applicable Co-Lender Agreement and (y) if the collections and proceeds described in subclause (x) are not sufficient to so indemnify such indemnified parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole. A Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim and satisfy any settlement or other disposition in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement or of the Master Servicers in such capacity. The Trustee, the Paying Agent or the Master Servicers shall promptly make from the applicable Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, a Serviced Companion Loan as described above, out of the Serviced Companion Loan Custodial Account) any payments certified by the applicable Master Servicer to the Trustee and the Paying Agent as required to be made to the applicable Master Servicer pursuant to this Section 8.25.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator, the Servicers, the Trustee and any AffiliateCustodians, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator, the Servicers, the Trustee or the Custodians may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator, the Servicers, the Trustee and the Custodians, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Servicers, the Trustee or the Custodians to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement. 106 The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to (i) this Agreement, any Mortgage Loansthe Servicing Agreements, any Serviced Companion Loansthe Sale Agreements, any B Notes, any REO Property the Step 2 Assignment Agreements or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing Certificates, except to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to extent that any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any such loss, liability or expense is related to (including attorneys’ feesi) incurred in connection with a material breach of the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made Master Servicer’s representations and warranties in this Agreement; Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Distribution Account.

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Master Servicer (the “Special "Master Servicer Indemnified Parties”") shall be indemnified and held harmless by the Trust out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans)Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special collectively, "Master Servicer Losses”") incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or Property, the Certificates or any other 1290 Avenue of the Americas Loan Securities or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or dutieshereunder. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify the Owner, its successors and assigns, and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer Owner, and the NIMs Insurer (the each an “Special Servicer Indemnified PartiesPerson”) shall be indemnified and held hold each such Indemnified Person harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans from and any B Notes (including REO Loans), against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses that such Indemnified Person may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation, warranty or covenant of the Servicer contained herein. The Servicer shall notify the Owner and the NIMs Insurer in accordance with Section 11.04 herein of any claim made by a third party against the Servicer, the Owner or both, with respect to this Agreement, the Mortgage Loans and/or any alleged act by Owner. The Owner shall assume the defense of any such claim and pay all costs and expenses (“Special including reasonable legal fees and expenses) of defending the Servicer Losses”) incurred in connection with and itself against any legal action relating to such claim other than (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred related to the Servicer’s failure to perform Servicer’s duties in connection strict compliance with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than ; and (ii) any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Servicer’s willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or negligent by reason of reckless disregard of its obligations and duties hereunder. The Owner shall promptly pay, discharge and satisfy any judgment or decree that may be entered against it in respect of such obligations claim. If in any event, the Servicer incurred any expenses or duties. Except as provided in fees related to the following sentenceabove, indemnification for Special the Owner shall reimburse the Servicer Losses described in within thirty (30) Business Days upon receipt of an invoice from the Servicer of all amounts advanced by the Servicer pursuant to the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:sentence.

Indemnification; Third Party Claims. (a) The Special Servicer In addition to the indemnification provided in Section 6.03, Seller shall indemnify and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), Purchaser against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred that Purchaser may sustain in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing way related to the Special Servicer by failure of Seller to perform its duties, obligations, covenants and agreements and service the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred Mortgage Loans in connection strict compliance with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; . Seller shall immediately notify Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and Seller shall assume (Bwith the consent of Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judg-ment or decree which constitutes may be entered against Seller or Purchaser in respect of such claim. Seller shall provide Purchaser with a Servicing Advance that is otherwise reimbursable under written report of all expenses and advances incurred by Seller pursuant to this Section 13.01 and Purchaser shall promptly rxxx-xxxxx Seller for all amounts advanced by it pur-suant to the preceding sentence except when the claim in any way relates to Seller's failure to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement; (C) incurred in connection with any legal action or claim against . Notwithstanding anything to the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made contrary in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance event that Purchaser or its designee becomes record owner of any Mortgaged Property, Seller shall not be deemed to have failed to perform its obligations or duties under hereunder where, when acting in accordance with Customary Servicing Procedures, it fails to act in response to any notice delivered to the record holder of the Mortgaged Property if (i) statutory notice was not delivered to Seller and the record holder did not notify Seller of receipt of such notice, (ii) Seller had no actual knowledge of the situation surrounding such notice and (iii) Seller's inaction was due entirely to Seller's lack of receipt of such notice. The provisions of this Section 13.01 shall survive termination of this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration and transfer of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:servicing rights.

Indemnification; Third Party Claims. (a) The Special Each Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special each such Master Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage Loans, any the Serviced Companion Loans, any B NotesLoans (as provided in the following paragraph), any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any such Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or dutieshereunder. Except as provided in the following sentencesentence and subject to the provisions of Section 9.40, the indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses claims or losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any each Serviced Companion Loan or any B NoteLoan. In the case of any such Special Servicer Losses claims or losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense:, if such claims or losses relate to a Serviced Loan Group, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, the Senior Mortgage Loans, as applicable, and the Serviced Companion Loans, as applicable, in the relative proportions provided for in the applicable Co-Lender Agreement and (y) if the collections and proceeds described in subclause (x) are not sufficient to so indemnify such indemnified parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole. A Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim and satisfy any settlement or other disposition in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement or of the Master Servicers in such capacity. The Trustee, the Paying Agent or the Master Servicers shall promptly make from the applicable Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, a Serviced Companion Loan as described above, out of the Serviced Companion Loan Custodial Account) any payments certified by the applicable Master Servicer to the Trustee and the Paying Agent as required to be made to the applicable Master Servicer pursuant to this Section 8.25.

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Master Servicer (the “Special "Master Servicer Indemnified Parties”") shall be indemnified and held harmless by the Trust out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes (including REO Loans)Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special collectively, "Master Servicer Losses”") incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Mortgage Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or dutieshereunder. Except as provided in the following sentencesentence and subject to Section 9.35, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Mortgage Loan or any B Note. In the case of any such Special Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of each the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust, and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B NotesLoan, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses Agreement, and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an the instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative Trustee or the applicable Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its partners, representatives, Affiliates, members, managers, directors, officers, employees, members, managers and employees or agents shall in each case be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ ' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such obligations or duties. Except as provided claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the following sentenceapplicable Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification for provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer Losses described in was found to have acted with willful misfeasance, bad faith or negligence. Notwithstanding the preceding paragraph (including in the case of foregoing, if such Special Servicer Losses that relate primarily loss, liability or expense relates specifically to the administration of the Trusta Serviced Companion Loan, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) then such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any such Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Loan.

Indemnification; Third Party Claims. (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any the A/B Notes Mortgage Loan (including REO Loans), if and to the extent that the matter relates to such A/B Mortgage Loan) against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an the instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative Trustee or the Master Servicer pursuant to any provision of this Agreement, Agreement in each case and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ ' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such obligations or duties. Except as provided claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the following sentenceCertificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification for provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer Losses described was found to have acted with willful misfeasance, bad faith or negligence. Notwithstanding the foregoing, if such loss, liability or expense relates specifically to a particular Pari Passu Loan (or another Mortgage Loan included in the preceding paragraph (including in the case Trust) or a particular Companion Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such Special Servicer Losses that Pari Passu Loan, other Mortgage Loan or Companion Loan and not out of proceeds of a B Note. If such loss, liability or expense relates to an A/B Mortgage Loan but does not relate to a specific Pari Passu Loan or Companion Loan related to such A/B Mortgage Loan and does not relate primarily to the administration of the Trust, to Trust or any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) , then such indemnification shall be paid first out of collections on, and other proceeds of, the Mortgage Loans related B Note until such point as such indemnification is paid in full or a whole but not Final Recovery Determination has been made with respect to such B Note and only then out of collections on, or and other proceeds of, any Serviced the related Pari Passu Loan and Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Loan.

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify and any Affiliatehold the Indenture Trustee, directorthe Co-Owner Trustee, officerthe Owner Trustee, employeethe Issuer, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified Depositor and held each Securityholder harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans from and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special that the Indenture Trustee, the Co-Owner Trustee, the Owner Trustee, the Issuer, the Depositor or any Securityholder may sustain directly resulting from the negligence, willful misfeasance, or bad faith of the Servicer Losses”) in the performance of its duties hereunder. The Servicer shall not be liable or responsible for any of the representations, covenants, warranties, responsibilities, duties or liabilities of any prior Servicer. To the extent the Servicer has actual knowledge, the Servicer shall promptly notify the Indenture Trustee, the Issuer, and the Depositor if a claim is made by a third party with respect to this Agreement. The Servicer shall assume the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Indenture Trustee, the Issuer, the Depositor and/or any Securityholder in respect of such claim related to the Servicer's negligence, willful misfeasance or bad faith in the performance of its duties hereunder. Notwithstanding anything in this Agreement, to the contrary, the Servicer shall not be liable for the settlement of any claim by the Indenture Trustee, the Issuer, the Depositor, any Securityholder or the Owner Trustee, as the case may be entered into without the prior consent of the Servicer. The Trust shall indemnify and hold harmless the Servicer against any loss, liability or expense incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required expense related to be borne any specific Home Loan or Home Loans and any loss, liability or expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentenceAgreement; provided, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily however, amounts payable pursuant to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expensethis Section 9.01(a) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily payable solely from amounts available to the administration be distributed pursuant to Section 5.02(a)(xiv) of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Trust Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer, the Special Servicer and any Affiliateeach of their respective directors, directorofficers, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) employees and agents shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise asset of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any lossFund, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (Ai) specifically required to be borne by such Person pursuant to the terms hereof; (ii) that constitutes a Servicing Advance (and is otherwise specifically reimbursable hereunder); (iii) that was incurred in connection with claims against such party seeking indemnificationresulting from (A) any breach of a representation, without right warranty or covenant made herein by such party, (B) willful misfeasance, bad faith or negligence in the performance of reimbursement obligations or duties hereunder by such party, or from negligent disregard of such obligations or duties, or (C) any violation by such party of any state or federal securities law; or (iv) imposed by any taxing authority if such loss, liability or expense is not specifically reimbursable pursuant to the terms of this Agreement; (B) which constitutes . Each of the Master Servicer and the Special Servicer shall promptly notify the Trustee if a Servicing Advance that claim is otherwise reimbursable under made by a third party with respect to this Agreement; , the Certificates or any asset of the Trust Fund entitling the Master Servicer or the Special Servicer, as the case may be, to indemnification hereunder, whereupon the Trustee, on behalf of the Trust, shall assume the defense of any such claim (Cwith counsel reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable) incurred and pay out of the Collection Account all expenses in connection with therewith, including counsel fees, and promptly pay, discharge and satisfy out of the Collection Account any legal action judgment or claim decree that may be entered against it or them in respect of such claim. Any failure to so notify the party seeking indemnification, resulting from Trustee shall not affect any breach on rights the part of that party of a representation Master Servicer or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties Special Servicer may have to indemnification under this Agreement or negligent disregard otherwise, unless the Trust's defense of such obligations claim is prejudiced thereby and the Trustee delivers a certification explaining the prejudice. The Trustee or duties. Except as provided in the following sentence, indemnification for Master Servicer shall promptly make from the Collection Account any payments certified by the Master Servicer or the Special Servicer Losses described in to the preceding paragraph (including in Trustee as required to be made to the Master Servicer or the Special Servicer, as the case of such Special Servicer Losses that relate primarily may be, pursuant to this Section 8.27(a). The indemnification provided herein shall survive the administration resignation or termination of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions Master Servicer or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Servicer.

Indemnification; Third Party Claims. (a) The Special Master Servicer shall indemnify the Depositor, the Securities Administrator and any Affiliatethe Issuing Entity, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator[, the Delaware Trustee] or the Issuing Entity may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator[, the Delaware Trustee] and the Issuing Entity shall, immediately upon notice to it, notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator[, the Delaware Trustee] and the Issuing Entity, as the case may be, to indemnification under this Section 8.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Issuing Entity shall indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or that the Master Servicer pursuant may incur or sustain in connection with, arising out of or related to any provision of this Trust Agreement, and the Special Servicer and each of its AffiliatesServicing Agreements, directorsany Assignment Agreement, officersthe Custodial Agreement or the Certificates, employees, members, managers and agents shall be entitled except to indemnification from the Trust for extent that any such loss, liability or expense (including attorneys’ feesa) incurred in connection with is related to (i) a material breach of the provision by the Special Servicer of any information included by the Special Servicer Master Servicer’s representations and warranties in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; Trust Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement or (b) does not constitute an “unanticipated expense” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Account.

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify and to hold each of the Trust, the Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer, the Back-up Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held each Noteholder harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special that the Trust, the Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and any Noteholder may sustain in any way related to the failure of the Servicer Losses”) incurred to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and the other Basic Document. Each indemnified party and the Servicer shall immediately notify the other indemnified parties if a claim is made by a third party with respect to this Agreement and the other Basic Documents, and the Servicer shall assume the defense of any such claim and pay all expenses in connection with therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any legal action relating to (i) this Agreementjudgment or decree which may be entered against the Trust, any Mortgage Loansthe Owner Trustee, any Serviced Companion Loansthe Depositor, any B Notesthe Servicer, any REO Property or the Certificates or any exercise Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Back-up Servicer, the Note Insurer and/or a Noteholder in respect of any right under this Agreement reasonably requiring such claim. The Indenture Trustee shall reimburse the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based Section 5.08 hereof, out of collections on an instruction delivered in writing the Mortgage Loans for the Due Period, for all amounts advanced by it pursuant to the Special preceding sentence except to the extent that the claim relates directly to the failure of the Servicer by to service and administer the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred Mortgages in connection compliance with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance provided, that is otherwise reimbursable the Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such reimbursement. The obligations of the Servicer under this Agreement; (C) incurred in connection with Section 5.19 arising prior to any legal action resignation or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration termination of the Trust, to any REMIC Pool Servicer hereunder shall survive the resignation or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration termination of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Servicer

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator, the Servicers, the Trustee and any Affiliatethe Custodians, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator, the Servicers, the Trustee or the Custodians may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator, the Servicers, the Trustee and the Custodians, as applicable shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Servicers, the Trustee or the Custodians to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to (i) this Agreement, any Mortgage Loansthe Servicing Agreements, any Serviced Companion Loansthe Sale Agreements, any B Notes, any REO Property the Step 2 Assignment Agreements or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing Certificates, except to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to extent that any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any such loss, liability or expense is related to (including attorneys’ feesi) incurred in connection with a material breach of the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made Master Servicer’s representations and warranties in this Agreement; Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Distribution Account.

Indemnification; Third Party Claims. (a) The Special Notwithstanding anything herein to the contrary, the Servicer agrees to indemnify the Owner and any Affiliateits present and former officers, directordirectors, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified employees and held agents and hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees (including legal fees incurred in connection with the enforcement of the Servicer’s indemnification obligation under this Section 8.01) and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred that the Owner or such Persons may sustain in connection with any legal action relating to way which arise from (i) this Agreement, any the failure of the Servicer to perform its duties and service the Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or Loans in compliance with the Certificates or any exercise terms of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision material breach of any representation, warranty, covenant or agreement made by the Special Servicer hereunder. The Servicer shall not be liable, and assumes no liability, to any Mortgagor under any of the Mortgage Loans or Mortgaged Properties arising out of any information included act or omission to act of any servicer, sub-servicer, owner, holder or originator of the Mortgage Loans or Mortgaged Properties before the Servicing Transfer Date under or as a result of this Agreement and the transactions contemplated hereby, and, to the maximum extent permitted by applicable law, the Servicer expressly disclaims such liability. Furthermore, the Servicer shall not be liable to the Owner with respect to action taken by the Special Servicer Servicer, or for refraining from taking any action, with respect to any Mortgage Loan or REO Property at and in conformity with the report required to be provided written direction of the Owner or for liability caused by or resulting from a delay occasioned by the Special Servicer pursuant Owner’s objection to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne a proposal by the party seeking indemnificationServicer hereunder, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with or for any legal action liability caused by or claim against the party seeking indemnification, resulting from any the Owner’s breach on the part of that party of a representation or warranty made in this Agreement; herein or (D) for any liability incurred in connection with any legal action or claim against by reason of the party seeking indemnification, resulting from any Owner’s willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations acting or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan refraining from acting or any B Note. In the case failure of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:performance.

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify, defend, and hold the Indenture Trustee (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the SBA and each Noteholder, Certificateholder and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified Hedge Counterparty harmless from and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses that the Indenture Trustee, the Owner Trustee (“Special as such or in its individual capacity) the SBA, and any Noteholder, Certificateholder or Hedge Counterparty may sustain in any way related to the failure of the Servicer Losses”) incurred to perform its duties and service the SBA Loans in connection compliance with the terms of this Agreement. Notwithstanding the foregoing subject to any legal action relating other obligation of the Servicer to the SBA, (i) this Agreementthe Servicer shall not indemnify the Indenture Trustee, any Mortgage Loansthe Owner Trustee, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates SBA or any exercise Noteholder, Certificateholder or Hedge Counterparty if such acts, omissions or alleged acts constitute fraud, gross negligence, willful misconduct or breach of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses fiduciary duty by such Person and (ii) the Servicer shall not indemnify any action properly taken such Person, for any taxes, including without limitation any federal, state or local income or franchise taxes or other taxes, imposed on or measured by income received by such Person (or any interest or penalties with respect thereto or arising from a failure to comply therewith) that are required to be paid by such Person in connection herewith to any taxing authority. The Servicer shall immediately notify the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Indenture Trustee, the Controlling Class Representative or Owner Trustee and the Master Servicer pursuant SBA if a claim is made by any party with respect to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense assume (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration consent of the Trust, to any REMIC Pool or to any determination respecting indemnified party) the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such Special Servicer Losses that do not relate primarily to claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any final judgment or decree which may be entered against the administration Servicer, the Indenture Trustee, the Owner Trustee (as such or in its individual capacity), the SBA, and/or a Noteholder, Certificateholder and any Hedge Counterparty in respect of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:such claim.

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Master Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder. The Master Servicer shall promptly notify the Trustee if a claim is made by a third party with respect to this Agreement or duties the Mortgage Loans entitling the Master Servicer to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee shall not affect any rights the Master Servicer may have to indemnification under this Agreement or negligent disregard otherwise, unless the Trust is prejudiced thereby. The indemnification provided herein shall survive the termination of such obligations this Agreement. The Trustee or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in shall promptly make from the preceding paragraph (including in Certificate Account any payments certified by the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, Trustee as required to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily made to the administration of the Trust, Master Servicer pursuant to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:this Section 8.25.

Indemnification; Third Party Claims. The Master Servicer (asolely for the purpose of this Section, the "Indemnifying Party") The Special Servicer agrees to indemnify and any Affiliate, director, officer, employee, member, manager or agent to hold each of the Special Servicer Depositor, the Issuer, the Owner Trustee, the Indenture Trustee and the Enhancer (solely for the “Special Servicer purpose of this Section, the "Indemnified Parties”") shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred that the Indemnified Parties may sustain in connection any way related to the failure of the Indemnifying Party to perform its respective duties in compliance with any legal action relating to (i) the terms of this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property . So long as the Policy is in effect or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing amounts are owed to the Special Servicer by Enhancer under the TrusteeInsurance Agreement, the Controlling Class Representative or each Indemnified Party and the Master Servicer pursuant shall immediately notify the other Indemnified Parties if a claim is made by a third party with respect to any provision of this Agreement, and the Special Master Servicer shall, with the consent of the Enhancer, such consent not to be unreasonably withheld, assume the defense of such claim and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred pay all expenses in connection with the provision therewith, including reasonable counsel fees approved by the Special Enhancer, and promptly pay, discharge and satisfy any judgment or decree which may be entered into against the Indemnified Parties in respect of such claim. Upon the termination of the Policy and as long as no amounts are owed to the Enhancer under the Insurance Agreement, each Indemnified Party (other than the Enhancer) and the Master Servicer of any information included shall immediately notify the other Indemnified Parties (other than the Enhancer) if a claim is made by the Special Servicer in the report required to be provided by the Special Servicer pursuant a third party with respect to this Agreement, and the Master Servicer shall assume the defense of such claim and pay all expenses in each case connection therewith, including reasonable outside counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered into against the Indemnified Parties (other than any lossthe Enhancer) in respect of such claim. The Indenture Trustee, liability or expense: (Ashall, out of the assets of the Trust Estate reimburse the Master Servicer in accordance with Section 3.04(c) specifically required to be borne hereof for all amounts advanced by the party seeking indemnification, without right of reimbursement it pursuant to the preceding two sentences except where the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement; (B) which constitutes a Servicing Advance provided, however, that is otherwise reimbursable under this Agreement; (C) incurred the Master Servicer's indemnity hereunder shall not in connection with any legal action or claim against the party seeking indemnification, resulting from any breach manner be conditioned on the part availability of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with funds for such reimbursement. If the Master Servicer is unable to pay any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily amounts owed to the administration of the TrustIndenture Trustee, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) such amounts shall be paid to the Indenture Trustee out of collections on, and other proceeds ofthe Trust Estate pursuant to Section 3.05(a) of the Indenture. Solely to the extent that the Holders of the Certificate fail to indemnify the Owner Trustee as required by Section 7.02 of the Trust Agreement, the Mortgage Loans as a whole but not out Master Servicer shall undertake such indemnification in accordance with the terms of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration Section 7.02 of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Trust Agreement.

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify the Purchaser and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold it harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilitiesfees and expenses that the Purchaser may sustain in any way related to the failure of the Servicer to observe and perform its duties, obligations, covenants, and agreements to service the Mortgage Loans during the Interim Servicing Period in strict compliance with the terms of this Agreement. The Seller agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses (“Special Servicer Losses”) incurred that the Purchaser may sustain in connection with any legal action relating way related to (i) this Agreementthe failure of the Seller to observe and perform its duties, any Mortgage Loansobligations, any Serviced Companion Loans, any B Notes, any REO Property or and covenants in strict compliance with the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision terms of this Agreement, and (ii) the Special Servicer and each breach of its Affiliatesa representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement, directors(iii) any act or omission on the part of the Seller or any other person or entity in the origination, officersreceiving, employeesprocessing, members, managers and agents shall be entitled funding or servicing of any Mortgage Loan prior to indemnification the related Servicing Transfer Date or otherwise arising from the Trust transfer of servicing of the Mortgage Loans provided for in this Agreement or (iv) the Seller’s inability to effect or cause the transfer of the servicing of the Mortgage Loans to a successor servicer pursuant to subsection 7.01 of this Agreement. An indemnifying party hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the consent of the Purchaser) the defense of any losssuch claim and pay all expenses in connection therewith, liability including counsel fees, and promptly pay, discharge and satisfy any judgment or expense (including attorneys’ fees) incurred decree which may be entered against it or the Purchaser in respect of such claim, but failure to so notify the Purchaser shall not limit its obligations hereunder. An indemnifying party hereunder shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse an indemnifying party hereunder for all amounts advanced by it pursuant to the provision by two preceding sentences except when the Special claim relates to the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of any information included by this Agreement, the Special Servicer in failure of the report required Seller to be provided by the Special Servicer perform its duties and obligations pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right breach of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made set forth in this Agreement; Sections 3.01 or (D) incurred in connection with any legal action 3.02, or claim against the party seeking indemnification, resulting from any willful misfeasancegross negligence, bad faith or negligence on willful misconduct of either the part Seller or the Servicer. The Seller agrees that it will not enter into any settlement of any such claim without the consent of the Purchaser unless such settlement includes an unconditional release of the Purchaser from all liability that party in is the performance subject matter of its obligations or duties under such claim. The provisions of this Section 8.01 shall survive termination of this Agreement or negligent disregard and transfer of such obligations or dutiesthe servicing rights. Except as provided The Purchaser agrees to indemnify the Servicer and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer may sustain in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily any way related to the administration negligent or improper servicing of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections onafter the Servicing Transfer Date. Notwithstanding any provision to the contrary in this Section 8.01, the Purchaser shall have no obligation to indemnify or other proceeds of, any Serviced Companion Loan or any B Note. In hold the case Servicer harmless from and against that portion of any such Special claim for indemnification that arises from any fact or circumstance for which Purchaser is entitled to indemnification by the Servicer Losses that do not relate primarily pursuant to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:this Section 8.01.

Indemnification; Third Party Claims. The REIT Servicer shall indemnify the REIT Sub-Trust, UBS and the Owner Trustee and their respective Affiliates and officers, directors, employees, agents and advisors (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the each an “Special Servicer Indemnified PartiesParty”) shall be indemnified harmless from and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all liabilities, claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costscosts of counsel, judgments judgments, and any other costs, liabilities, fees and expenses (collectively, the “Special Servicer LossesCosts”) that may be imposed on, incurred by or assessed against such Indemnified Party relating to or arising out of a third party claim related to the failure of the REIT Servicer, GMAC Mortgage Corporation as sub servicer or any other sub servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. If an Indemnified Party shall so request, the REIT Servicer shall assume the defense of any such claim. The REIT Servicer shall pay all expenses in connection with any legal action relating to (i) this Agreementsuch claim, including counsel fees, and promptly pay, discharge and satisfy any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property judgment or decree which may be entered against it or UBS in respect of such claim. UBS promptly shall reimburse the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken REIT Servicer for all amounts advanced by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing it pursuant to the Special preceding sentence except when the claim is in any way related to the failure of the REIT Servicer by to service and administer the Trustee, Mortgage Loans or otherwise to perform its obligations in strict compliance with the Controlling Class Representative or the Master Servicer pursuant to any provision terms of this Agreement, . The REIT Servicer shall also reimburse an Indemnified Party as and the Special Servicer when billed by such Indemnified Party for all such Indemnified Party’s costs and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) expenses incurred in connection with the provision by enforcement or the Special preservation of such Indemnified Party’s rights against the REIT Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to under this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by including without limitation the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance reasonable fees and expenses of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:counsel.

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Master Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder. The Master Servicer shall promptly notify the Trustee if a claim is made by a third party with respect to this Agreement or duties the Mortgage Loans entitling the Master Servicer to indemnification hereunder, whereupon the Trustee, on behalf of the Trust, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee shall not affect any rights the Master Servicer may have to 131 indemnification under this Agreement or negligent disregard otherwise, unless the Trust is prejudiced thereby. The indemnification provided herein shall survive the termination of such obligations this Agreement. The Trustee or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in shall promptly make from the preceding paragraph (including in Certificate Account any payments certified by the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, Trustee as required to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily made to the administration of the Trust, Master Servicer pursuant to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:this Section 8.25.

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify and any Affiliatehold the Trustee, directorthe Depositor, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified Certificate Insurer and held each Certificateholder harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans from and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by that the Trustee, the Controlling Class Representative Depositor, the Certificate Insurer or any Certificateholder may sustain directly resulting from the Master negligence or willful misconduct of the Servicer pursuant in the performance of its duties hereunder or in the servicing of the Mortgage Loans in compliance with the terms of this Agreement. IT IS THE EXPRESS INTENTION OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS OF THE SERVICER SET FORTH IN THE PRECEDING SENTENCE SHALL APPLY FULLY TO CLAIMS, LOSSES, ETC. RESULTING FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE ORDINARY NEGLIGENCE ON THE PART OF THE SERVICER. The Servicer shall not be liable or responsible for any of the representations, covenants, warranties, responsibilities, duties or liabilities of any prior Servicer. The Servicer shall immediately notify the Trustee, the Depositor, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense assume (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration consent of the Trust, to any REMIC Pool or to any determination respecting Trustee) the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such Special Servicer Losses that do not relate primarily claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the administration Servicer, the Trustee, the Depositor, the Certificate Insurer and/or any Certificateholder in respect of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:such claim.

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify the Depositor, the Issuer, the Indenture Trustee, the Note Insurer, the Owner Trustee, the Credit Risk Manager, the Securities Administrator and the Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilitiesliability, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreementthat the Depositor, any Mortgage Loansthe Issuer, any Serviced Companion Loansthe Note Insurer, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Indenture Trustee, the Controlling Class Representative Owner Trustee, the Credit Risk Manager, the Securities Administrator or the Master Servicer pursuant may sustain as a result of the failure of the Servicer to any provision of perform its duties and its obligations under this Agreement, Agreement and its duties and obligations to service the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred Mortgage Loans in connection compliance with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes . The Depositor, the Issuer, the Indenture Trustee, the Note Insurer, the Credit Risk Manager, the Owner Trustee, the Securities Administrator or the Master Servicer shall as promptly as practicable notify the Servicer if a Servicing Advance that claim is otherwise reimbursable under this Agreement; (C) incurred in connection made by a third party with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under respect to this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections onentitling the Depositor, the Issuer, the Credit Risk Manager, the Indenture Trustee, the Note Insurer, the Owner Trustee, the Securities Administrator or other proceeds ofthe Master Servicer to indemnification under this Section 5.13, any Serviced Companion Loan or any B Note. In whereupon the case Servicer shall assume the defense of any such Special Servicer Losses that do not relate primarily to the administration claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:such claim.

Indemnification; Third Party Claims. (a) The Special Each Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special each such Master Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage Loans, any the Serviced Companion Loans, any B NotesLoans (as provided in the following paragraph), any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any such Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or dutieshereunder. Except as provided in the following sentencesentence and subject to the provisions of Section 9.40, the indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses claims or losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any each Serviced Companion Loan or any B NoteLoan. In the case of any such Special Servicer Losses claims or losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense:, if such claims or losses relate to a Serviced Loan Group, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, the Michigan Plaza Pari Passu Loan or Royal Airport Office Mortgage Loan, as applicable, and the Michigan Plaza Companion Loan or Royal Airport Office B Note, as applicable, in the relative proportions provided for in the applicable Co-Lender Agreement and (y) if the collections and proceeds described in subclause (x) are not sufficient to so indemnify such indemnified parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole. A Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim and satisfy any settlement or other disposition in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement or of the Master Servicers in such capacity. The Trustee, the Paying Agent or the Master Servicers shall promptly make from the applicable Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, a Serviced Companion Loan as described above, out of the Serviced Companion Loan Custodial Account) any payments certified by the applicable Master Servicer to the Trustee and the Paying Agent as required to be made to the applicable Master Servicer pursuant to this Section 8.25.

Indemnification; Third Party Claims. The Master Servicer (asolely for the purpose of this Section, the “Indemnifying Party”) The Special Servicer agrees to indemnify and any Affiliate, director, officer, employee, member, manager or agent to hold each of the Special Servicer Depositor, the Issuer, the Owner Trustee, the Indenture Trustee and, in the case of the Mortgage Loans assigned to Group I, the Enhancer (solely for the purpose of this Section, the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred that the Indemnified Parties may sustain in connection any way related to the failure of the Indemnifying Party to perform its respective duties in compliance with any legal action relating to (i) the terms of this Agreement. In the case of the Mortgage Loans assigned to Group I, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses each Indemnified Party and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant shall immediately notify the other Indemnified Parties if a claim is made by a third party with respect to any provision of this Agreement, and the Special Master Servicer shall, with the consent of the Enhancer, such consent not to be unreasonably withheld, assume the defense of such claim and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred pay all expenses in connection with the provision therewith, including reasonable counsel fees approved by the Special Enhancer, and promptly pay, discharge and satisfy any judgment or decree which may be entered into against the Indemnified Parties in respect of such claim. In the case of the Mortgage Loans assigned to Group II, each Indemnified Party (other than the Enhancer) and the Master Servicer of any information included shall immediately notify the other Indemnified Parties (other than the Enhancer) if a claim is made by the Special Servicer in the report required to be provided by the Special Servicer pursuant a third party with respect to this Agreement, and the Master Servicer shall assume the defense of such claim and pay all expenses in each case connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered into against the Indemnified Parties (other than any lossthe Enhancer) in respect of such claim. The Indenture Trustee, liability or expense: (Ashall, out of the assets of the Trust Estate attributable to Group I and Group II, as applicable, reimburse the Master Servicer in accordance with Section 3.04(c) specifically required to be borne hereof for all amounts advanced by the party seeking indemnification, without right of reimbursement it pursuant to the preceding two sentences except where the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement; (B) which constitutes a Servicing Advance provided, however, that is otherwise reimbursable under this Agreement; (C) incurred the Master Servicer’s indemnity hereunder shall not in connection with any legal action or claim against the party seeking indemnification, resulting from any breach manner be conditioned on the part availability of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with funds for such reimbursement. If the Master Servicer is unable to pay any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily amounts owed to the administration of the TrustIndenture Trustee, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) such amounts shall be paid to the Indenture Trustee out of collections onthe Trust Estate pursuant to Section 3.05(a)(x) or Section 3.05(b) of the Indenture, and other proceeds ofas applicable. Solely to the extent that the Holders of the Certificate fail to indemnify the Owner Trustee as required by Section 7.02 of the Trust Agreement, the Mortgage Loans as a whole but not out Master Servicer shall undertake such indemnification in accordance with the terms of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration Section 7.02 of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Trust Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer, the Special Servicer and any Affiliateeach of their respective directors, directorofficers, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) employees and agents shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action brought against the Master Servicer, the Special Servicer or any such other Person relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise asset of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any lossFund, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (Ai) specifically required to be borne by the party seeking indemnification, without right of reimbursement such Person pursuant to the terms of this Agreementhereof; (Bii) which constitutes a Servicing Advance that (and is otherwise specifically reimbursable under this Agreementhereunder); or (Ciii) which was incurred in connection with any legal action or claim claims against the such party seeking indemnification, resulting from (A) any breach on the part of that party of a representation representation, warranty or warranty covenant made in this Agreement; or herein by such party, (DB) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement hereunder by such party, or from negligent disregard of such obligations or duties, or (C) any violation by such party of any state or federal securities law. Except as provided in Each of the following sentence, indemnification for Master Servicer and the Special Servicer Losses described in shall promptly notify the preceding paragraph (including in Trustee if a claim is made by a third party with respect to this Agreement, the Certificates or any asset of the Trust Fund entitling the Master Servicer or the Special Servicer, as the case of such may be, to indemnification hereunder. Any failure to so notify the Trustee shall not affect any rights the Master Servicer or the Special Servicer Losses that relate primarily may have to indemnification under this Agreement or otherwise. The Master Servicer shall promptly pay from the Collection Account any payments certified by the Master Servicer or the Special Servicer to the administration Trustee as required to be made to the Master Servicer or the Special Servicer, as the case may be, pursuant to this Section 8.27(a). The indemnification provided herein shall survive the resignation or termination of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions Master Servicer or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Servicer.

Indemnification; Third Party Claims. (a) The Special Servicer 7.1 Seller shall defend, indemnify and any Affiliatehold harmless all Purchaser Entities, directortheir successors and assigns, officerand the respective directors, employeeofficers, membermembers, manager or agent employees, and agents of the Special Servicer all Purchaser Entities and their successors and assign (the “Special Servicer Purchaser Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), from and against any and all claims, losses, liabilities, obligations, damages, expenses, demands, suits, judgments, penalties, finesand costs of any kind whatsoever, forfeitures, legal including reasonable attorneys’ fees and related costsexpenses, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating arising from or attributable to (i) Seller’s breach of any representation, warranty or agreement of Seller set forth in this Agreement, or in any agreement or instrument executed and delivered by the Seller in connection with this Agreement; (ii) any breach by any Seller Entity of any representation, warranty or agreement of such Seller Entity under this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates joinder of such Seller Entity hereto or any exercise of any right under agreement or instrument executed and delivered by such Seller Entity in connection with this Agreement reasonably requiring the use of counsel or the incurring of expenses and Agreement; (iiiii) any action properly taken by the Special Servicer in accordance with this Agreement based actual or alleged matter, event, transaction, circumstance or happening on an instruction delivered in writing or prior to the Special Servicer Closing Date or as a result of the consummation of the transactions contemplated by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and including but not limited to claims in respect of periods after the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled Closing Date arising from actual or alleged matters on or prior to indemnification from the Trust for any loss, liability or expense (Closing Date but not including attorneys’ fees) incurred in connection with obligations under License Agreements to the provision extent expressly assumed by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer Purchaser pursuant to this Agreement; (iv) any assertion or claim by any Person that Purchaser’s use, application, implementation, licensing or other exploitation of any Seller Intellectual Property or any part thereof misappropriates or infringes in each case other than whole or in part any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant such Person; (v) any actual or alleged event, occurrence, transaction, circumstance, action, happening, license, agreement, transaction, dealings, business, arrangement or other matter on or prior to the terms of this Agreement; (B) which constitutes Closing Date with or pertaining to FreshTec, LLC, a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph California limited liability company (including but not limited to claims in respect of periods after the case of such Special Servicer Losses that relate primarily Closing Date arising from actual or alleged matters on or prior to the administration of the TrustClosing Date); and (vi) any actual or alleged event, to any REMIC Pool or to any determination respecting the amountoccurrence, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections ontransaction, and other proceeds ofcircumstance, the Mortgage Loans as a whole but not out of collections onaction, happening, license, agreement, transaction, dealings, business, arrangement or other proceeds of, any Serviced Companion Loan matter on or prior to the Closing Date with or pertaining to Innovative Systems Corporation or any B Note. In the case other Person organized or existing under Canadian federal or provincial law or any member, stockholder, equity holder, creditor, lender, supplier, contractor, partner, joint venture, officer, director, employee, investor or manager of any such Special Servicer Losses that do Person (including but not relate primarily limited to claims in respect of periods after the Closing Date arising from actual or alleged matters on or prior to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Closing Date).

Indemnification; Third Party Claims. (a) The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of each the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust, and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B NotesLoan, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses Agreement, and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an the instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative Trustee or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its partners, representatives, Affiliates, members, managers, directors, officers, employees, members, managers and employees or agents shall in each case be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or by reason of negligent disregard of such obligations or dutiesand duties hereunder. Except as provided in the following sentence, indemnification for The Special Servicer Losses described in shall assume the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the applicable Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer Losses that do not relate primarily was found to the administration of the Trusthave acted with willful misfeasance, to any REMIC Pool bad faith or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:negligence.

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Master Servicer (the “Special "Master Servicer Indemnified Parties”") shall be indemnified and held harmless by the Trust out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes (including REO Loans)Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special collectively, "Master Servicer Losses”") incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Mortgage Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or dutieshereunder. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Mortgage Loan or any B Note. In the case of any such Special Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Notwithstanding anything herein to the contrary, the Servicer agrees to indemnify the Owner and any Affiliateits present and former officers, directordirectors, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified employees and held agents and hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all actual claims, losses, penalties, fines, forfeitures, legal fees (including legal fees incurred in connection with the enforcement of the Servicer’s indemnification obligation under this Section 8.01) and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred that the Owner or such Persons may sustain in connection with any legal action relating to way which arise from (i) this Agreement, any the failure of the Servicer to perform its duties and service the Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or Loans in compliance with the Certificates or any exercise terms of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision material breach of any representation, warranty, covenant or agreement made by the Special Servicer hereunder. The Servicer shall not be liable, and assumes no liability, to any Mortgagor under any of the Mortgage Loans or Mortgaged Properties arising out of any information included act or omission to act of any servicer, sub-servicer, owner, holder or originator of the Mortgage Loans or Mortgaged Properties before the Servicing Transfer Date under or as a result of this Agreement and the transactions contemplated hereby, and, to the maximum extent permitted by applicable law, the Servicer expressly disclaims such liability. Furthermore, the Servicer shall not be liable to the Owner with respect to action taken by the Special Servicer Servicer, or for refraining from taking any action, with respect to any Mortgage Loan or REO Property at and in conformity with the report required to be provided by direction of the Special Servicer pursuant to Owner (for this Agreementpurpose, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (BAgreement are directions of the Owner) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, for liability caused by or resulting from a delay occasioned by the Owner’s objection to a proposal by the Servicer hereunder, or for any liability caused by or resulting from the Owner’s breach on the part of that party of a representation or warranty made in this Agreement; herein or (D) for any liability incurred in connection with any legal action or claim against by reason of the party seeking indemnification, resulting from any Owner’s willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations acting or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan refraining from acting or any B Note. In the case failure of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:performance.

Indemnification; Third Party Claims. (a) The Master Servicer, the Special Servicer and any Affiliateeach of their respective directors, directorofficers, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) employees and agents shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action brought against the Master Servicer, the Special Servicer or any such other Person relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise asset of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any lossFund, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (Ai) specifically required to be borne by the party seeking indemnification, without right of reimbursement such Person pursuant to the terms of this Agreementhereof; (Bii) which constitutes a Servicing Advance that (and is otherwise specifically reimbursable under this Agreementhereunder); or (Ciii) which was incurred in connection with any legal action or claim claims against the such party seeking indemnification, resulting from (A) any breach on the part of that party of a representation representation, warranty or warranty covenant made in this Agreement; or herein by such party, (DB) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement hereunder by such party, or from negligent disregard of such obligations or duties, or (C) any violation by such party of any state or federal securities law. Except as provided in Each of the following sentence, indemnification for Master Servicer and the Special Servicer Losses described in shall promptly notify the preceding paragraph (including in Trustee if a claim is made by a third party with respect to this Agreement, the Certificates or any asset of the Trust Fund entitling the Master Servicer or the Special Servicer, as the case of such Special Servicer Losses that relate primarily may be, to indemnification hereunder, whereupon the administration Trustee, on behalf of the Trust, to any REMIC Pool or to any determination respecting shall assume the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such claim (with counsel reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable) and pay out of the Collection Account all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy out of the Collection Account any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee shall not affect any rights the Master Servicer or the Special Servicer Losses that do not relate primarily may have to indemnification under this Agreement or otherwise, unless the Trust's defense of such claim is prejudiced thereby and the Trustee delivers a certification explaining the prejudice. The Trustee or the Master Servicer shall promptly make from the Collection Account any payments certified by the Master Servicer or the Special Servicer to the administration Trustee as required to be made to the Master Servicer or the Special Servicer, as the case may be, pursuant to this Section 8.27(a). The indemnification provided herein shall survive the resignation or termination of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions Master Servicer or the actual payment of any REMIC tax or expense:Special Servicer.

Indemnification; Third Party Claims. (a) The Special Servicer agrees to indemnify and any Affiliatehold the Depositor, directorthe Custodian, officerthe Trustee, employeethe NIMS Insurer, memberthe Certificate Insurer, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified Advancing Party and held each Holder harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by that the Trustee, the Controlling Class Representative or Custodian, the Master NIMS Insurer, the Certificate Insurer, the Advancing Party and any Holder may sustain in any way related to the failure of the Servicer pursuant to any provision perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Depositor, the Trustee, the Custodian, the NIMS Insurer, the Certificate Insurer, the Advancing Party and each Certificateholder, if a claim is made by a third party with respect to this Agreement, and the Special Servicer shall assume (with the consent of the Custodian, the Trustee, the Advancing Party and each the Certificate Insurer) the defense of its Affiliatesany such claim and advance all expenses in connection therewith, directorsincluding reasonable counsel fees and expenses, officersand promptly advance funds to pay, employeesdischarge and satisfy any judgment or decree which may be entered against the Servicer, membersthe Custodian, managers and agents the Trustee, the NIMS Insurer, the Certificate Insurer, the Advancing Party and/or any Certificateholder in respect of such claim. The Servicer shall be entitled reimbursed pursuant to clause tenth of Sections 6.05(d), (e), (f) and (g) for all amounts advanced by it pursuant to the preceding sentence, and for all indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision payments made by the Special Servicer to the Custodian pursuant to the Custodial Agreement to the extent unrelated to negligence or intentional or willful misconduct of the Servicer, and except that the Servicer shall have no entitlement to any information included by the Special Servicer in the report required to be provided by the Special Servicer payment pursuant to this Agreement, sentence when the claim relates directly to the failure of the Servicer to service and administer the Mortgage Loans in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to compliance with the terms of this Agreement; (B) , in which constitutes event the Servicer shall reimburse to the Principal and Interest Account any amount paid to the Servicer as a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred Reimbursable Amount in connection with any legal action or claim against the party seeking indemnification, resulting from any breach respect thereof. The Servicer shall have no lien on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration assets of the Trust, Trust with respect to any REMIC Pool or amounts advanced pursuant to any determination respecting the amount, payment or avoidance this Section 9.01 directly as a result of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, Servicer's failure to service and other proceeds of, administer the Mortgage Loans as a whole but not out in compliance with the terms of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:this Agreement.

Indemnification; Third Party Claims. The Master Servicer (asolely for the purpose of this Section, the “Indemnifying Party”) The Special Servicer agrees to indemnify and any Affiliate, director, officer, employee, member, manager or agent to hold each of the Special Servicer Depositor, the Issuer, the Owner Trustee, the Indenture Trustee and the Custodian (solely for the purpose of this Section, the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred that the Indemnified Parties may sustain in connection any way related to the failure of the Indemnifying Party to perform its respective duties in compliance with any legal action relating to (i) the terms of this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses . Each Indemnified Party and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant shall immediately notify the other Indemnified Parties if a claim is made by a third party with respect to any provision of this Agreement, and the Special Master Servicer shall assume the defense of such claim and each pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered into against the Indemnified Parties in respect of its Affiliatessuch claim. The Indenture Trustee, directorsshall, officers, employees, members, managers and agents shall be entitled to indemnification from out of the assets of the Trust for any lossEstate, liability or expense (including attorneys’ fees) incurred in connection with reimburse the provision by the Special Servicer of any information included by the Special Master Servicer in the report required to be provided accordance with Section 3.04(c) hereof for all amounts advanced by the Special Servicer it pursuant to this Agreement, the preceding two sentences except where the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to compliance with the terms of this Agreement; (B) which constitutes a Servicing Advance provided, however, that is otherwise reimbursable under this Agreement; (C) incurred the Master Servicer’s indemnity hereunder shall not in connection with any legal action or claim against the party seeking indemnification, resulting from any breach manner be conditioned on the part availability of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with funds for such reimbursement. If the Master Servicer is unable to pay any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily amounts owed to the administration of the TrustIndenture Trustee, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) such amounts shall be paid to the Indenture Trustee out of collections on, and other proceeds ofthe Trust Estate pursuant to Section 3.05 of the Indenture. Solely to the extent that the Holders of the Certificate fail to indemnify the Owner Trustee as required by Section 7.02 of the Trust Agreement, the Mortgage Loans as a whole but not out Master Servicer shall undertake such indemnification in accordance with the terms of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration Section 7.02 of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Trust Agreement.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator and any Affiliatethe Trustee, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall, immediately upon notice to it, notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 8.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or that the Master Servicer pursuant may incur or sustain in connection with, arising out of or related to any provision of this Trust Agreement, and the Special Servicer and each of its AffiliatesServicing Agreements, directorsany Assignment Agreement, officersthe Custodial Agreement or the Certificates, employees, members, managers and agents shall be entitled except to indemnification from the Trust for extent that any such loss, liability or expense (including attorneys’ feesa) incurred in connection with is related to (i) a material breach of the provision by the Special Servicer of any information included by the Special Servicer Master Servicer’s representations and warranties in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; Trust Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement or (b) does not constitute an “unanticipated expense” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Account.

Indemnification; Third Party Claims. The Master Servicer (asolely for the purpose of this Section, the "Indemnifying Party") The Special Servicer agrees to indemnify and any Affiliate, director, officer, employee, member, manager or agent to hold each of the Special Servicer (Depositor, the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless out of Issuer, the proceeds Owner Trustee, the Indenture Trustee and, in the case of the Mortgage LoansLoans assigned to Group I, any Serviced Companion Loans and any B Notes the Enhancer (including REO Loans)solely for the purpose of this Section, the "Indemnified Parties") harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred that the Indemnified Parties may sustain in connection any way related to the failure of the Indemnifying Party to perform its respective duties in compliance with any legal action relating to (i) the terms of this Agreement. In the case of the Mortgage Loans assigned to Group I, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses each Indemnified Party and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant shall immediately notify the other Indemnified Parties if a claim is made by a third party with respect to any provision of this Agreement, and the Special Master Servicer shall, with the consent of the Enhancer, such consent not to be unreasonably withheld, assume the defense of such claim and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred pay all expenses in connection with the provision therewith, including reasonable counsel fees approved by the Special Enhancer, and promptly pay, discharge and satisfy any judgment or decree which may be entered into against the Indemnified Parties in respect of such claim. In the case of the Mortgage Loans assigned to Group II, each Indemnified Party (other than the Enhancer) and the Master Servicer of any information included shall immediately notify the other Indemnified Parties (other than the Enhancer) if a claim is made by the Special Servicer in the report required to be provided by the Special Servicer pursuant a third party with respect to this Agreement, and the Master Servicer shall assume the defense of such claim and pay all expenses in each case connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered into against the Indemnified Parties (other than any lossthe Enhancer) in respect of such claim. The Indenture Trustee, liability or expense: (Ashall, out of the assets of the Trust Estate attributable to Group I and Group II, as applicable, reimburse the Master Servicer in accordance with Section 3.04(c) specifically required to be borne hereof for all amounts advanced by the party seeking indemnification, without right of reimbursement it pursuant to the preceding two sentences except where the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement; (B) which constitutes a Servicing Advance provided, however, that is otherwise reimbursable under this Agreement; (C) incurred the Master Servicer's indemnity hereunder shall not in connection with any legal action or claim against the party seeking indemnification, resulting from any breach manner be conditioned on the part availability of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with funds for such reimbursement. If the Master Servicer is unable to pay any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily amounts owed to the administration of the TrustIndenture Trustee, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) such amounts shall be paid to the Indenture Trustee out of collections onthe Trust Estate pursuant to Section 3.05(a)(x) or Section 3.05(b) of the Indenture, and other proceeds ofas applicable. Solely to the extent that the Holders of the Certificate fail to indemnify the Owner Trustee as required by Section 7.02 of the Trust Agreement, the Mortgage Loans as a whole but not out Master Servicer shall undertake such indemnification in accordance with the terms of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration Section 7.02 of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Trust Agreement.

Indemnification; Third Party Claims. (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer (the “"Special Servicer Indemnified Parties”") shall be indemnified and held harmless by the Trust out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“collectively, "Special Servicer Losses”") incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Mortgage Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Special Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder. If such loss, liability or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in expense relates to an A/B Mortgage Loan but does not relate to the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that related A Note and does not relate primarily to the administration of the Trust, to Trust or any REMIC Pool formed hereunder or the Mall at Millenia Pari Passu Loan REMIC or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) , then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note and then out of collections on, and other proceeds of, the Mortgage Loans. Notwithstanding the foregoing, if such loss, liability or expense relates solely to a particular Serviced Pari Passu Mortgage Loan (or another Mortgage Loan included in the Trust) or a particular Serviced Companion Mortgage Loan and not any B Note, then such indemnification shall be paid first out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan, other Mortgage Loan or Serviced Companion Mortgage Loan, as applicable, and then out of collections on, and other proceeds of, the Mortgage Loans as a whole but (and not out of collections on, or other proceeds of, of any Serviced Companion Loan or any related B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:).

Indemnification; Third Party Claims. (a) The Special Servicer If any Action or Proceeding under this Article XI is brought against an Indemnified Party and any Affiliate, director, officer, employee, member, manager or agent it gives written notice to the Indemnifying Party of the Special Servicer (commencement of such Action or Proceeding, the “Special Servicer Indemnified Parties”) Indemnifying Party shall be indemnified entitled to participate in such Action or Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Action or Proceeding and held harmless out the Indemnified Party determines in good faith that joint representation would be inappropriate, or (y) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Action or Proceeding and provide indemnification with respect to the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loanssame), against to assume the defense of such Action or Proceeding with counsel consented to by the Indemnified Party, which consent shall not be unreasonably withheld, and after written notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Action or Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defense be liable to the Indemnified Party under this Article XI for any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and of other counsel or any other costsexpenses with respect to the defense of such Action or Proceeding, liabilities, fees and expenses (“Special Servicer Losses”) in each case subsequently incurred by the Indemnified Party in connection with any legal action relating to the defense of such Action or Proceeding, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of an Action or Proceeding, (i) this Agreementno compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party's consent, unless there is no finding or admission of any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates violation of legal requirements or any exercise violation of the rights of any right under this Agreement reasonably requiring Person and no effect on any other claims may be made against the use of counsel or Indemnified Party, and the incurring of expenses sole relief provided is monetary damages that are paid in by the Indemnifying Party; and (ii) the Indemnified Party will have no liability with respect to any action properly taken compromise or settlement of such claims effected without its consent. If written notice is given by an Indemnified Party to an Indemnifying Party of the compromise of any Action or Proceeding and the Indemnifying Party does not, within [twenty] days after receipt of such written notice, give notice to the Indemnified Party of its election to assume the defense of such Action or Proceeding, the Indemnifying Party will be bound by any determination made in such Action or Proceeding or any compromise or settlement effected by the Special Servicer in accordance with Indemnified Party. For purposes of this Agreement based on an instruction delivered in writing to the Special Servicer by the TrusteeArticle XI, the Controlling Class Representative term "defense" shall mean the investigation, defense, settlement, compromise or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer appeal of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability Action or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Proceeding.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator and any Affiliatethe Trustee, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall, immediately upon notice to it, notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 8.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or that the Master Servicer pursuant may incur or sustain in connection with, arising out of or related to any provision of this Trust Agreement, and the Special Servicer and each of its AffiliatesServicing Agreements, directorsany Assignment Agreement, officersthe Custodial Agreement or the Certificates, employees, members, managers and agents shall be entitled except to indemnification from the Trust for extent that any such loss, liability or expense (including attorneys’ feesa) incurred in connection with is related to (i) a material breach of the provision by the Special Servicer of any information included by the Special Servicer Master Servicer's representations and warranties in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; Trust Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement or (b) does not constitute an "unanticipated expense" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Account.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Sponsor, the Securities Administrator and any Affiliatethe Trustee, directorand their respective officers, officerdirectors, employeeagents and affiliates, member, manager or agent and hold each of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments judgments, and any other costs, liabilitiesliability, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreementthat the Depositor, any Mortgage Loansthe Sponsor, any Serviced Companion Loans, any B Notes, any REO Property the Securities Administrator or the Certificates or any exercise Trustee may sustain as a result of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (iia) any action properly taken material breach by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Special Servicer pursuant to this AgreementMaster Servicer, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (Dc) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasancenegligence, bad faith or negligence on willful misconduct of the part Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of that the possibility of such damages. The Depositor, the Sponsor, the Securities Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party in the performance of its obligations or duties under with respect to this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections onentitling the Depositor, the Sponsor, the Securities Administrator or other proceeds ofthe Trustee to indemnification hereunder, any Serviced Companion Loan or any B Note. In whereupon the case Master Servicer shall assume the defense of any such Special Servicer Losses that do not relate primarily claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the administration contrary contained herein, the Master Servicer shall not settle any claim involving any of the Trust, to other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any REMIC Pool or to any determination respecting and all liability in connection with such claim. This indemnification shall survive the amount, payment or avoidance termination of any tax under the REMIC Provisions this Agreement or the actual payment termination of any REMIC tax or expense:the Master Servicer as a party to this Agreement.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Securities Administrator, the Custodians, the Trustee and any Affiliatethe Trust, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator, the Custodians, the Trustee or the Trust may sustain as a result of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, Securities Administrator, the applicable Custodian and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator, the applicable Custodian, the Trustee or the Trust to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under this Agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with with, arising out of or related to this Agreement or the Certificates, except to the extent that any legal action relating such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) resulting from any action properly taken by breach of the Special Servicer Servicer's obligations in accordance connection with this Agreement based on an instruction delivered for which the Servicer has performed its obligation to indemnify the Trustee and the Custodian pursuant to Section 6.05, (iii) resulting from any breach of the applicable Original Loan Seller's obligations in writing connection with the Assignment, Assumption and Recognition Agreement or the Representations and Warranties Agreements, as applicable, for which the applicable Original Loan Seller has performed its obligation to the Special Servicer by the Trustee, the Controlling Class Representative or indemnify the Master Servicer pursuant to any provision the Assignment, Assumption and Recognition Agreement or the Representations and Warranties Agreements, as applicable, or (iv) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for ; provided that any such loss, liability or expense (including attorneys’ fees) constitutes an "unanticipated expense incurred in connection with the provision by the Special REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer of shall be entitled to reimbursement for any information included by the Special Servicer such indemnified amount from funds on deposit in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Distribution Account.

Indemnification; Third Party Claims. (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any the A/B Notes Mortgage Loan (including REO Loans), if and to the extent that the matter relates to such A/B Mortgage Loan) against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an the instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative Trustee or the Master Servicer pursuant to any provision of this Agreement, Agreement in each case and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ ' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such obligations or duties. Except as provided claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the following sentenceCertificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification for provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer Losses described was found to have acted with willful misfeasance, bad faith or negligence. Notwithstanding the foregoing, if such loss, liability or expense relates specifically to a particular Serviced Pari Passu Mortgage Loan (or another Mortgage Loan included in the preceding paragraph (including in Trust) or a particular Serviced Companion Mortgage Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan, other Mortgage Loan or Serviced Companion Mortgage Loan, as applicable and not out of proceeds of any related B Note. If such loss, liability or expense relates to an A/B Mortgage Loan but does not relate to the case of such Special Servicer Losses that related A Note and does not relate primarily primar ily to the administration of the Trust, to Trust or any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) , then such indemnification shall be paid first out of collections on, and other proceeds of, the Mortgage Loans related B Note until such point as such indemnification is paid in full or a whole but not Final Recovery Determination has been made with respect to such B Note and only then out of collections on, or and other proceeds of, any Serviced Companion Loan or any B the related A Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:.

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Master Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder. The Master Servicer shall promptly notify the Trustee and the Paying Agent if a claim is made by a third party with respect to this Agreement or duties the Mortgage Loans entitling the Master Servicer to indemnification hereunder, whereupon the Trustee, on behalf of the Trust, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee and the Paying Agent shall not affect any rights the Master Servicer may have to indemnification under this Agreement or negligent disregard otherwise, unless the Trust is prejudiced thereby. The indemnification provided herein shall survive the termination of such obligations this Agreement. The Trustee, the Paying Agent or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in shall promptly make from the preceding paragraph (including in Certificate Account any payments certified by the case of such Special Master Servicer Losses that relate primarily to the administration of Trustee and the Trust, Paying Agent as required to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily made to the administration of the Trust, Master Servicer pursuant to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:this Section 8.25.

Indemnification; Third Party Claims. (a) The Master Servicer, the Special Servicer and any Affiliateeach of their respective directors, directorofficers, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) employees and agents shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise asset of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any lossFund, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (Ai) specifically required to be borne by such Person pursuant to the terms hereof; (ii) that constitutes a Servicing Advance (and is otherwise specifically reimbursable hereunder); (iii) that was incurred in connection with claims against such party seeking indemnificationresulting from (A) any breach of a representation, without right warranty or covenant made herein by such party, (B) willful misfeasance, bad faith or negligence in the performance of reimbursement obligations or duties hereunder by such party, or from reckless disregard of such obligations or duties, or (C) any violation by such party of any state or federal securities law; or (iv) imposed by any taxing authority if such loss, liability or expense is not specifically reimbursable pursuant to the terms of this Agreement; (B) which constitutes . Each of the Master Servicer and the Special Servicer shall promptly notify the Trustee if a Servicing Advance that claim is otherwise reimbursable under made by a third party with respect to this Agreement; , the Certificates or any asset of the Trust Fund entitling the Master Servicer or the Special Servicer, as the case may be, to indemnification hereunder, whereupon the Trustee, on behalf of the Trust, shall assume the defense of any such claim (Cwith counsel reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable) incurred and pay out of the Collection Account all expenses in connection with therewith, including counsel fees, and promptly pay, discharge and satisfy out of the Collection Account any legal action judgment or claim decree that may be entered against it or them in respect of such claim. Any failure to so notify the party seeking indemnification, resulting from Trustee shall not affect any breach on rights the part of that party of a representation Master Servicer or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties Special Servicer may have to indemnification under this Agreement or negligent disregard otherwise, unless the Trust's defense of such obligations claim is prejudiced thereby and the Trustee delivers a certification explaining the prejudice. The Trustee or duties. Except as provided in the following sentence, indemnification for Master Servicer shall promptly make from the Collection Account any payments certified by the Master Servicer or the Special Servicer Losses described in to the preceding paragraph (including in Trustee as required to be made to the Master Servicer or the Special Servicer, as the case of such Special Servicer Losses that relate primarily may be, pursuant to this Section 8.27(a). The indemnification provided herein shall survive the administration resignation or termination of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions Master Servicer or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Servicer.

Indemnification; Third Party Claims. (a) The Special Master Servicer agrees to indemnify the Depositor, the Servicer, Securities Administrator and any Affiliatethe Trustee, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held hold them harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Servicer, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, Securities Administrator, the Servicer and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Servicer or the Trustee to indemnification under this Section 10.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (“Special that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to (i) this Agreement, any Mortgage Loansthe Servicing Agreements, any Serviced Companion LoansAssignment Agreement, any B Notes, any REO Property custodial agreement or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing Certificates, except to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to extent that any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any such loss, liability or expense is related to (including attorneys’ feesi) incurred in connection with a material breach of the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made Master Servicer’s representations and warranties in this Agreement; Agreement or (Dii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:Account.

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Master Servicer (the “Special "Master Servicer Indemnified Parties”") shall be indemnified and held harmless by the Trust out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced the Federal Center Plaza Companion Loans Loan and any B Notes (including REO Loans)Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special collectively, "Master Servicer Losses”") incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced the Federal Center Plaza Companion LoansLoan, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or dutieshereunder. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced the Federal Center Plaza Companion Loan or any B Note. In the case of any such Special Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Master Servicer (the “Special "Master Servicer Indemnified Parties”") shall be indemnified and held harmless by the Trust out of the collections on, and other proceeds of of, the Mortgage Loans, any Serviced the RSA Companion Loans Loan and any B Notes (including REO Loans)Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special collectively, "Master Servicer Losses”") incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced the RSA Companion LoansLoan, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or dutieshereunder. Except as provided in the following sentence, indemnification for Special Master Servicer Losses described in the preceding paragraph (including in the case of such Special Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced the RSA Companion Loan or any B Note. In the case of any such Special Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. (a) The Special Servicer Seller agrees to indemnify and any Affiliate, director, officer, employee, member, manager or agent of hold the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage LoansPurchaser, any Serviced Companion Loans successor servicer and any B Notes (including REO Loans)their respective present and former directors, against officers, employees and agents harmless from any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilitiesfees and expenses (including, without limitation, any legal fees and expenses, judgments or expenses relating to such liability, claim, loss or damage) that such parties may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or as a result of the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Purchaser agrees to indemnify and hold the Seller and the Seller's present and former directors, officers, employees and agents harmless from any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses (“Special Servicer Losses”including, without limitation, any legal fees and expenses, judgments or expenses relating to such liability, claim, loss or damage) incurred that the Seller may sustain in any way related to the failure of the Purchaser to perform any of its obligations hereunder. Promptly after receipt by an indemnified party under this Section 7.01 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.01, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party under this Section 7.01, except to the extent that it has been prejudiced in any material respect, or from any liability which it may have, otherwise than under this Section 7.01. The indemnifying party shall assume (with the consent of the indemnified party) the defense of any such claim and pay all expenses in connection therewith, including attorney's fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the indemnified party in respect of such claim. The indemnifying party shall follow any written instructions received from the indemnified party in connection with any legal action relating to (i) such claim. The provisions of this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision Section 7.01 shall survive termination of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:.

Indemnification; Third Party Claims. (a) The Master Servicer, the Special Servicer and any Affiliateeach of their respective directors, directorofficers, officermembers, employeemanagers, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) employees and agents shall be indemnified by the Trust and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise asset of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any lossFund, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (Ai) specifically required to be borne by such Person pursuant to the terms hereof; (ii) that constitutes a Servicing Advance (and is otherwise specifically reimbursable hereunder); (iii) that was incurred in connection with claims against such party seeking indemnificationresulting from (A) any breach of a representation, without right warranty or covenant made herein by such party, (B) willful misfeasance, bad faith or negligence in the performance of reimbursement obligations or duties hereunder by such party, or from negligent disregard of such obligations or duties, or (C) any violation by such party of any state or federal securities law; or (iv) imposed by any taxing authority if such loss, liability or expense is not specifically reimbursable pursuant to the terms of this Agreement; (B) which constitutes . Each of the Master Servicer and the Special Servicer shall promptly notify the Trustee if a Servicing Advance that claim is otherwise reimbursable under made by a third party with respect to this Agreement; , the Certificates or any asset of the Trust Fund entitling the Master Servicer or the Special Servicer, as the case may be, to indemnification hereunder, whereupon the Trustee, on behalf of the Trust, shall assume the defense of any such claim (Cwith counsel reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable) incurred and pay out of the Collection Account all expenses in connection with therewith, including counsel fees, and promptly pay, discharge and satisfy out of the Collection Account any legal action judgment or claim decree that may be entered against it or them in respect of such claim. Any failure to so notify the party seeking indemnification, resulting from Trustee shall not affect any breach on rights the part of that party of a representation Master Servicer or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties Special Servicer may have to indemnification under this Agreement or negligent disregard otherwise, unless the Trust's defense of such obligations claim is prejudiced thereby and the Trustee delivers a certification explaining the prejudice. The Trustee or duties. Except as provided in the following sentence, indemnification for Master Servicer shall promptly make from the Collection Account any payments certified by the Master Servicer or the Special Servicer Losses described in to the preceding paragraph (including in Trustee as required to be made to the Master Servicer or the Special Servicer, as the case of such Special Servicer Losses that relate primarily may be, pursuant to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:this