Common use of Indemnification; Third Party Claims Clause in Contracts

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, the Servicers, the Trustee and Custodians, 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, 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, Administrator and the Servicers, the Trustee and CustodiansTrustee, and hold them harmless against 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, the Servicers, Administrator or the Trustee or the Custodians may sustain as a result of the Master Servicer's ’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 Each of the Depositor, the Securities Administrator, the Servicers, Administrator and the Trustee and the Custodiansshall, as applicableimmediately upon notice to it, 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 Servicers, the Trustee Securities Administrator or the Custodians Trustee, as the case may be, to indemnification under this Section 9.128.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel feesfees 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 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, the Sale Agreementsany Assignment Agreement, the Step 2 Assignment Agreements Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense (a) is related to (i) a material breach of the Master Servicer's ’s representations and warranties in this the Trust Agreement or (ii) the Master Servicer's ’s willful malfeasance, 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 agreement or expense constitutes (b) does not constitute an "“unanticipated expense incurred by the REMIC" expense” within the meaning of Treasury Regulations Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement reimburse itself for any such indemnified amount from funds on deposit in the Distribution Master Servicer Account.

Indemnification; Third Party Claims. (a) The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage Loan, the Serviced Companion Loan, any REO Property or the Certificates or any exercise of any right under this Agreement or any Intercreditor Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the 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 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the 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 was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent and any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person of the Trustee, the Trustee Fiscal Agent, the Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its the Special Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Special Servicer's obligations and duties under this Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, Paying Agent or the Servicers, the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Depositor, the ServicersFiscal Agent, the Trustee Paying Agent or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) 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. Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, the Paying Agent, the Trustee or the Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable of willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or of negligent disregard of its respective duties hereunder or the indemnified party is found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS--The Master Servicer agrees to indemnify and hold Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Each Other Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of such Other Special Servicer shall be indemnified by the Trust and held harmless against (i) the Trustee from and against Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilityliabilities, 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 incurred in connection with the Trustee's assumption (not including the Trustee's performance, except any legal action relating to the extent that costs related Other Pooling and Servicing Agreement and this Agreement, and relating to the related Non-Trust-Serviced Pari Passu Loan (but excluding any such losses allocable to the related Non-Trust-Serviced Companion Loan), reasonably requiring the use of counsel or liability the incurring of expenses other than any losses incurred by reason 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 related Other Special Servicer's obligationswillful misfeasance, bad faith or negligence in the performance of its duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer related Other Pooling and hold it harmless against Servicing Agreement and (ii) any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that relating to the Master Servicer may incur or sustain in connection withrelated Non-Trust-Serviced Pari Passu Loan, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except but only to the extent that any such loss, liability or expense is related to (i) a material breach losses arise out of the actions of the Master Servicer, the Special Servicer or the Trustee, and only to the extent that such actions are in violation of the such party's representations and warranties in duties under the provisions of the this Agreement or (ii) and to the Master Servicerextent that such actions are the result of such party's willful malfeasancenegligence, 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 deposit in the Distribution Accountwillful misconduct.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, the Servicers, the Trustee and the Custodians, 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, the Servicers, the Trustee or the Custodians may sustain as a result of the Master Servicer's ’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, 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 ’s assumption (not including the Trustee's ’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 ’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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's ’s representations and warranties in this Agreement or (ii) the Master Servicer's ’s willful malfeasance, 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 deposit in the Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor, the Securities Administrator, the Servicers, the Trustee and Custodiansthe Trust, 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 Servicers, Depositor, the Sponsor, the Securities Administrator, the Servicers, the Trustee or the Custodians 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 the 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 Securities Administrator, the ServicersSponsor, each Servicer and 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 ServicersSecurities Administrator, each Servicer, the Trustee or the Custodians 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 such agreementthis 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement, (ii) resulting from any breach of the applicable Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, or (iiiii) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementthis Agreement; provided, 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 deposit in the Distribution Account.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (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 incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the 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 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 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 related A Note and does not relate primarily to the administration of the Trust or any REMIC formed hereunder 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, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related A Note. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Trustee Fiscal Agent, the Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, Paying Agent or the Servicers, the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) 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. Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer agrees to indemnify and hold Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Any Non-Serviced Mortgage Loan Special Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trustee from and against Trust's pro rata share of 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, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the Servicing Agreementsrelated Non-Serviced Companion Mortgage Loans), reasonably requiring the Sale Agreements, the Step 2 Assignment Agreements use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master Servicer's representations and warranties in this Agreement or (ii) the Master any Non-Serviced Mortgage Loan Special Servicer's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling 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 deposit in the Distribution AccountServicing Agreement.

Indemnification; Third Party Claims. The Master Servicer Company agrees to indemnify the Depositor, the Securities Administrator, the Servicers, the Trustee and Custodians, Purchaser and hold them it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator, the Servicers, the Trustee or the Custodians Purchaser may sustain as a result in any way related to the failure of the Master Servicer's willful malfeasanceCompany to observe and perform its duties, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations obligations, covenants, 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 agreements to this Agreement or service the Mortgage Loans which would entitle in strict compliance with the Depositorterms of this Agreement, including, but not limited to, the Servicersloss, the Trustee damage, or the Custodians to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense misplacement of any such claim documentation delivered to the Company pursuant to Section 2.07 and pay all expenses the Company's failure to perform the obligations set forth 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 claimSection 11.10. The Master Servicer Company agrees to indemnify the Purchaser and hold it harmless the Trustee from and against any and all claims, losses, damages, 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 that the Master Servicer Purchaser may incur or 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 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 (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection withtherewith, arising out 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 or related such claim. The Company shall follow any written instructions received from the Purchaser in connection with 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 relates to the failure of the Company to service and administer the Mortgages in strict compliance with the terms of this Agreement, the Servicing Agreementsbreach of representation or warranty set forth in Sections 3.01 or 3.02, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasancenegligence, bad faith or negligence or by reason willful misconduct 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)Company. The Master Servicer provisions of this Section 8.01 shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Accountsurvive termination of this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, the ServicersTrustee, and the Trustee and Custodians, Trust 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, the Servicers, the Trustee or the Custodians Trust may sustain as a result of the Master Servicer's ’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, Administrator and 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 ServicersSecurities Administrator, the Trustee or the Custodians Trust to indemnification under this Section 9.129.14, 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 ’s assumption (not including the Trustee's ’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 ’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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's ’s representations and warranties in this Agreement or (ii) the Master Servicer's ’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementthis Agreement; provided, 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 deposit in the Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, the Servicers, the Trustee and Custodians, 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, the Servicers, the Trustee or the Custodians may sustain as a result of the Master Servicer's ’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 ’s assumption (not including the Trustee's ’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 ’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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's ’s representations and warranties in this Agreement or (ii) the Master Servicer's ’s willful malfeasance, 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 deposit in the Distribution Account.

Indemnification; Third Party Claims. The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorSpecial Servicer (the "Special Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Securities AdministratorMortgage Loans, the Servicers, the Trustee any Serviced Companion Mortgage Loans and Custodians, and hold them harmless any B Notes 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, 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, judgments and any other costs, liabilities, fees and expenses that the Master (collectively, "Special Servicer may incur or sustain Losses") incurred in connection with, arising out of or related with any legal action relating to this Agreement, the Servicing Agreementsany Mortgage Loans, the Sale Agreementsany Serviced Companion Mortgage Loans, the Step 2 Assignment Agreements any B Notes, any REO Property or the CertificatesCertificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, except to liability or expense incurred by reason of the extent that any Special Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. If such loss, liability or expense is relates to an A/B Mortgage Loan but does not relate to the related A Note and does not relate primarily to (i) a material breach the administration of the Master Servicer's representations Trust or any REMIC 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 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 warranties in this Agreement or (ii) other proceeds of, the Master Servicer's willful malfeasancerelated B Note and then out of collections on, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; providedother proceeds of, that any the Mortgage Loans. Notwithstanding the foregoing, if such loss, liability or expense constitutes an "unanticipated expense incurred by relates solely to a particular Serviced Pari Passu Mortgage Loan (or another Mortgage Loan included in the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer Trust) or a particular Serviced Companion Mortgage Loan and not any B Note, then such indemnification shall be entitled to reimbursement for 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 (and not out of proceeds of any such indemnified amount from funds on deposit in the Distribution Accountrelated B Note).

Indemnification; Third Party Claims. (a) The Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to this Agreement, any Mortgage Loans, the Serviced Companion Loan, 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 other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of 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 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 Servicer in such capacity. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, the Serviced Companion Loan, as described above, out of the Serviced Companion Loan Custodial Account) any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Special Servicer, the Trust, the Depositor, the Securities AdministratorPaying Agent, the Servicersand any partner, the Trustee and Custodiansrepresentative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Securities Administrator, Paying Agent and the Servicers, the Trustee or the Custodians Trust may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The DepositorTrustee, the Securities AdministratorFiscal Agent, the ServicersSpecial Servicer, the Trustee and Paying Agent or the CustodiansDepositor, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the ServicersSpecial Servicer, the Trustee Paying Agent or the Custodians Trust to indemnification under this Section 9.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 Any failure to so notify the Master Servicer agrees shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnify indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold the resignation or termination of the Master Servicer, the Special Servicer, the Fiscal Agent, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable of willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or of negligent disregard of its respective duties hereunder or the indemnified party is found to have acted with willful misfeasance, bad faith or negligence. (c) The Primary Servicer with respect to the Principal Loans and the Primary Servicer with respect to the JHREF Loans and any partner, representative, Affiliate, member, manager, director, officer, employee or agent thereof shall be indemnified by the Trust and held 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, liabilityliabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, its Primary Servicing Agreement (including reasonable attorneys' fees) that but only if, and to the Trustee may sustain as a result of such liability or obligations of extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Principal Loans or the JHREF Loans, as the case may be), any Principal Loan (solely with respect to the Primary Servicer for such Principal Loans), any JHREF Loan (solely with respect to the Primary Servicer for such JHREF Loans), any REO Property or the Certificates or any exercise of any right under this Agreement or its related Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of such Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. Such Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Primary Servicer) and out of the Trust pay all expenses in connection with the Trustee's assumption (not therewith, including the Trustee's performancecounsel fees, except to the extent that costs or liability and out of the Trustee are created Trust promptly pay, discharge and satisfy any judgment or increased as a result decree which may be entered against it or them in respect of negligent such claim. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement. The Trustee, the Paying Agent or wrongful acts or omissions of the Master Servicer prior shall promptly make from the Certificate Account any payments certified by such Primary Servicer with respect to its replacement the Principal Loans or the JHREF Loans, as Master Servicerthe case may be, to the Trustee and the Paying Agent as required to be made to such Primary Servicer pursuant to this Section 8.25. (d) of The Primary Servicer with respect to the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will Principal Loans and the Primary Servicer with respect to the JHREF Loans agrees to indemnify the Master Servicer Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of such Primary Servicer's duties under this Agreement, its related Primary Servicing Agreement or by reason of negligent disregard of such Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation such Primary Servicer may incur is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or sustain in connection withthe Depositor, arising out of or related as applicable, shall immediately notify such Primary Servicer if a claim is made by any Person with respect to this Agreement, the related Primary Servicing AgreementsAgreement, the Sale AgreementsPrincipal Loans (solely with respect to the Primary Servicer for the Principal Loans) or the JHREF Loans (solely with respect to the Primary Servicer for the JHREF Loans) entitling the Trustee, the Step 2 Assignment Agreements Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the CertificatesTrust to indemnification under this Section 8.25(d), except whereupon such Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the extent that Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 lossclaim. Any failure to so notify such Primary Servicer shall not affect any rights the Trustee, liability the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or expense the Trust may have to indemnification under this Agreement, the related Primary Servicing Agreement or otherwise, unless such Primary Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the related to (i) a material breach Primary Servicing Agreement and the resignation or termination of the Master Servicer's representations , the Fiscal Agent, the Special Servicer, the Paying Agent and warranties in the Trustee. Any expenses incurred or indemnification payments made by such Primary Servicer with respect to the Principal Loans or the JHREF Loans, as the case may be, shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of such Primary Servicer was not culpable or that such Primary Servicer did not act with willful misfeasance, bad faith or negligence. (e) The Master Servicer shall not have any liability to the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer, any Other Master Servicer, any Other Special Servicer, the holder of the Serviced Companion Loan, any Certificateholder, any Certificate Owner, any Primary Servicer, the Placement Agent, any Underwriter, any Rating Agency or any other Person to whom it delivers information pursuant to the provisions of this Agreement for federal, state or other applicable securities law violations relating to the disclosure of such information. In the event any Person brings any claims relating to or arising from the foregoing against the Master Servicer (iior any partners, representatives, Affiliates, members, managers, directors, officers, employees, agents thereof), the Trust (from amounts held in any account (including with respect to any such claims relating to the Serviced Companion Loan, from amounts held in the Serviced Companion Loan Custodial Account or otherwise) shall hold harmless and indemnify the Master Servicer from any loss or expense (including attorney fees) relating to or arising from such claims. (f) Each Other Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of such Other Master Servicer shall be indemnified by the Trust and held harmless against (i) the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to the applicable Other Pooling and Servicing Agreement and this Agreement, and relating to the applicable Non-Trust-Serviced Pari Passu Loan (but excluding any such losses allocable to any related Non-Trust-Serviced Companion Loan), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of such Other Master Servicer's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the applicable Other Pooling and obligations Servicing Agreement and (ii) any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses relating to the related Non-Trust-Serviced Pari Passu Loan, but only to the extent that such losses arise out of the actions of the Master Servicer, the Special Servicer or the Trustee, and only to the extent that such actions are in violation of the such party's duties under any the provisions of this Agreement and to the extent that such agreement; providedactions are the result of such party's negligence, that any such loss, liability bad faith 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 deposit in the Distribution Accountwillful misconduct.

Indemnification; Third Party Claims. The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorSpecial Servicer (the "Special Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Securities AdministratorMortgage Loans, the Servicers, the Trustee any Serviced Companion Mortgage Loans and Custodians, and hold them harmless any B Notes 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, 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, judgments and any other costs, liabilities, fees and expenses that the Master (collectively, "Special Servicer may incur or sustain Losses") incurred in connection with, arising out of or related with any legal action relating to this Agreement, the Servicing Agreementsany Mortgage Loans, the Sale Agreementsany Serviced Companion Mortgage Loans, the Step 2 Assignment Agreements any B Notes, any REO Property or the CertificatesCertificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, except to liability or expense incurred by reason of the extent that any Special Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. If such loss, liability or expense is relates to an A/B Mortgage Loan but does not relate to the related A Note and does not relate primarily to (i) a material breach the administration of the Master Servicer's representations Trust or any REMIC formed hereunder 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, then such indemnification shall be paid first out of collections on, and warranties in this Agreement or (ii) other proceeds of, the Master Servicer's willful malfeasancerelated B Note and then out of collections on, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; providedother proceeds of, that any the Mortgage Loans. Notwithstanding the foregoing, if such loss, liability or expense constitutes an "unanticipated expense incurred by relates solely to a particular Serviced Pari Passu Mortgage Loan (or another Mortgage Loan included in the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer Trust) or a particular Serviced Companion Mortgage Loan and not any B Note, then such indemnification shall be entitled to reimbursement for 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 (and not out of proceeds of any such indemnified amount from funds on deposit in the Distribution Accountrelated B Note).

Indemnification; Third Party Claims. The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the Depositor, Special Servicer shall be indemnified by the Securities Administrator, the Servicers, the Trustee and CustodiansTrust, and hold them held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilityliabilities, fees and expenses that incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Depositor, Special Servicer in accordance with the Securities Administrator, instruction delivered in writing to the Servicers, Special Servicer by the Trustee or the Custodians may sustain as a result Master Servicer pursuant to any provision of this Agreement in each case and the Master Servicer's Special Servicer and each of its directors, officers, 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, other than any loss, liability or expense incurred by reason of willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder. 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 Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and pay 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 Master Servicer agrees to indemnify indemnification provided herein shall survive the termination of this Agreement and hold harmless the Trustee from and against any and all claimstermination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, lossesif a court of competent jurisdiction makes a final, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) non-appealable judgment that the Trustee may sustain as a result of such liability or obligations of the Master Special Servicer and in connection was found to have acted 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasancemisfeasance, 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 deposit in the Distribution Accountnegligence.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, the WestShore Plaza Companion Loan and any B 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 (collectively, "Master Servicer Losses") incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, the WestShore Plaza Companion Loan, 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 other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC formed hereunder 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, the WestShore Plaza Companion Loan or any B Note. In the case of any such Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC formed hereunder 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: (1) if such Master Servicer Losses relate to the Loan Pair, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, such WestShore Plaza Pari Passu Loan and the WestShore Plaza Companion Loan, in the relative proportions provided for in the applicable Intercreditor Agreement and (y) if the collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Master Servicer 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; and (2) if such Master Servicer Losses relate to any A/B Mortgage Loan, then such indemnification shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, (y) if the collections and proceeds described in subclause (x) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the WestShore Plaza Pari Passu Loan and the WestShore Plaza Companion Loan, in the relative proportions provided for in the Loan Pair Intercreditor Agreement and (z) if the aggregate collections and proceeds described in subclauses (x) and (y) of this clause (2) are not sufficient to so indemnify the Master Servicer 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. 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 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. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, the WestShore Plaza Companion Loan or any B Note, as described above, out of the WestShore Plaza Companion Loan Custodial Account or the related A/B Loan Custodial Account) any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Securities AdministratorPaying Agent, the Servicersand any director, the Trustee and Custodiansofficer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Securities Administrator, Paying Agent and the Servicers, the Trustee or the Custodians Trust may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The DepositorTrustee, the Securities AdministratorFiscal Agent, the ServicersSpecial Servicer, the Trustee and Paying Agent or the CustodiansDepositor, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the ServicersSpecial Servicer, the Trustee Paying Agent or the Custodians Trust to indemnification under this Section 9.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 Any failure to so notify the Master Servicer agrees shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnify indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold the resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) Each Primary Servicer and any director, officer, employee or agent thereof shall be indemnified by the Trust and held 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, liabilityliabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, its related Primary Servicing Agreement (including reasonable attorneys' fees) that but only if, and to the Trustee may sustain as a result of such liability or obligations of extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement or its related Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of a Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. The applicable Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the applicable Primary 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. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account any payments certified by a Primary Servicer to the Trustee and the Paying Agent as required to be made to such Primary Servicer pursuant to this Section 8.25. (d) Any Non-Serviced Mortgage Loan Master Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Master Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the Trustee's assumption any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (not including the Trustee's performance, except but excluding any such losses allocable to the extent that costs related Non-Serviced Mortgage Loan Companion Loans), reasonably requiring the use of counsel or liability the incurring of the Trustee are created or increased as a result expenses other than any losses incurred by reason of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the any Non-Serviced Mortgage Loan Master Servicer's obligationswillful misfeasance, bad faith or negligence in the performance of its duties or responsibilities under such agreement. The Trust will the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. (e) Each Primary Servicer agrees to indemnify the Master Servicer Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any director, officer, employee, agent or Controlling Person thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of any of the applicable Primary Servicer's duties under this Agreement, its related Primary Servicing Agreement or by reason of negligent disregard of the applicable Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the applicable Primary Servicer may incur is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or sustain in connection withthe Depositor, arising out of or related as applicable, shall immediately notify the applicable Primary Servicer if a claim is made by any Person with respect to this Agreement, the related Primary Servicing AgreementsAgreement or the Mortgage Loans entitling the Trustee, the Sale AgreementsFiscal Agent, the Step 2 Assignment Agreements Depositor, the Special Servicer, the Paying Agent or the CertificatesTrust to indemnification under this Section 8.25(d), except whereupon the applicable Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the extent that Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 lossclaim. Any failure to so notify the applicable Primary Servicer shall not affect any rights the Trustee, liability the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or expense the Trust may have to indemnification under this Agreement, the related Primary Servicing Agreement or otherwise, unless the Primary Servicer's defense of such claim is related to (i) a material breach materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the Primary Servicing Agreement and the resignation or termination of the Master Servicer's representations , the Fiscal Agent, the Special Servicer, the Paying Agent and warranties in this Agreement the Trustee. Any expenses incurred or (ii) indemnification payments made by a Primary Servicer shall be reimbursed by the Master Servicer's party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of such Primary Servicer was not culpable or that such Primary Servicer did not act with willful malfeasancemisfeasance, 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 deposit in the Distribution Accountnegligence.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B 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 (collectively, "Master Servicer Losses") incurred in connection with any legal action relating to 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 other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such 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 Mortgage Loan or any B Note. In the case of any such 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: (1) if such Master Servicer Losses relate to a Loan Pair, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, in the relative proportions provided for in the applicable Intercreditor Agreement and (y) if the collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Master Servicer 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; and (2) if such Master Servicer Losses relate to any A/B Mortgage Loan, then such indemnification shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, (y) if the collections and proceeds described in subclause (x) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Serviced Pari Passu Mortgage Loan and the Serviced Companion Mortgage Loan, in the relative proportions provided for in the related Loan Pair Intercreditor Agreement and (z) if the aggregate collections and proceeds described in subclauses (x) and (y) of this clause (2) are not sufficient to so indemnify the Master Servicer 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. 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 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. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, any Serviced Companion Mortgage Loan or any B Note, as set forth above, out of the related Serviced Companion Mortgage Loan Custodial Account or the related A/B Loan Custodial Account) any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Special Servicer, the Trust, the Depositor, the Securities AdministratorPaying Agent, the Servicersand any director, the Trustee and Custodiansofficer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Special Servicer, the Depositor, the Securities Administrator, Paying Agent and the Servicers, the Trustee or the Custodians Trust may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The DepositorTrustee, the Securities AdministratorSpecial Servicer, the Servicers, Paying Agent or the Trustee and the CustodiansDepositor, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Depositor, the ServicersSpecial Servicer, the Trustee Paying Agent or the Custodians Trust to indemnification under this Section 9.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 Any failure to so notify the Master Servicer agrees shall not affect any rights the Trustee, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnify indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold the resignation or termination of the Master Servicer, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) The Primary Servicer and any director, officer, employee or agent thereof shall be indemnified by the Trust and held 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, liabilityliabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, the Primary Servicing Agreement (including reasonable attorneys' fees) that but only if, and to the Trustee may sustain as a result of such liability or obligations of extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement or the Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. The Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Primary 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. The indemnification provided herein shall survive the termination of this Agreement and the Primary Servicing Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account any payments certified by the Primary Servicer to the Trustee and the Paying Agent as required to be made to the Primary Servicer pursuant to this Section 8.25. (d) Any Non-Serviced Mortgage Loan Master Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Master Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the Trustee's assumption any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (not including the Trustee's performance, except but excluding any such losses allocable to the extent that costs related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or liability the incurring of the Trustee are created or increased as a result expenses other than any losses incurred by reason of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the any Non-Serviced Mortgage Loan Master Servicer's obligationswillful misfeasance, bad faith or negligence in the performance of its duties or responsibilities under such agreement. the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. (e) The Trust will Primary Servicer agrees to indemnify the Master Servicer Trustee, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any director, officer, employee, agent or Controlling Person thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Trustee, the Special Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of any of the Primary Servicer's duties under this Agreement, the Primary Servicing Agreement or by reason of negligent disregard of the Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Primary Servicer may incur is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Special Servicer, the Paying Agent or sustain in connection withthe Depositor, arising out of or related as applicable, shall immediately notify the Primary Servicer if a claim is made by any Person with respect to this Agreement, the Primary Servicing AgreementsAgreement or the Mortgage Loans entitling the Trustee, the Sale AgreementsDepositor, the Step 2 Assignment Agreements Special Servicer, the Paying Agent or the CertificatesTrust to indemnification under this Section 8.25(d), except whereupon the Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the extent that Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 lossclaim. Any failure to so notify the Primary Servicer shall not affect any rights the Trustee, liability the Special Servicer, the Depositor, the Paying Agent or expense the Trust may have to indemnification under this Agreement, the Primary Servicing Agreement or otherwise, unless the Primary Servicer's defense of such claim is related to (i) a material breach materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the Primary Servicing Agreement and the resignation or termination of the Master Servicer's representations , the Special Servicer, the Paying Agent and warranties in this Agreement the Trustee. Any expenses incurred or (ii) indemnification payments made by the Master Servicer's Primary Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Primary Servicer was not culpable or that the Primary Servicer did not act with willful malfeasancemisfeasance, 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 deposit in the Distribution Accountnegligence.

Indemnification; Third Party Claims. 131 (a) The Master Servicer, the Special Servicer and each of their respective directors, officers, employees and agents shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, the Certificates or any asset of the Trust Fund, other than any loss, liability or expense: (i) 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 resulting from (A) any breach of a representation, warranty or covenant made herein by such party, or (B) willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder by such party, or from reckless disregard of such obligations or duties, or (iv) imposed by any taxing authority if such loss, liability or expense is not specifically reimbursable pursuant to the terms of this Agreement. Each of the Master Servicer and the Special Servicer shall promptly notify the 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 may be, 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 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 that 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 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 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 Master Servicer or the Special Servicer. (b) The Master Servicer agrees to indemnify the Trust, the Trustee, the Fiscal Agent, the Special Servicer (if different than the Master Servicer), the Depositor, the Securities Administratorand any director, the Servicersofficer, the Trustee and Custodiansemployee or agent thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilityliabilities, fees and expenses that the Depositor, the Securities Administrator, the Servicers, the Trustee or the Custodians any of them may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (unless such claim, loss, penalty, fine, forfeiture, legal fee and related cost or judgment results from the willful misfeasance, bad faith or negligence of such indemnified party), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor Master Servicer. The Each of the Trustee, the Depositor, the Securities AdministratorSpecial Servicer (if different than the Master Servicer), the Servicers, the Trustee and the Custodians, as applicable, Fiscal Agent shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement Agreement, the Certificates or any asset of the Mortgage Loans which would entitle Trust Fund entitling the Trust, the Trustee, the Depositor, the Servicers, the Trustee Special Servicer or the Custodians Fiscal Agent, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Depositor, the Special Servicer, or the Fiscal Agent, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which that may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer shall not affect any rights the Trust, the Trustee, the Depositor, Special Servicer, or the Fiscal Agent may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby and the Master Servicer delivers a certification explaining the prejudice. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent. (c) The Special Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claimsTrust, lossesthe Trustee, penaltiesthe Fiscal Agent, finesthe Master Servicer (if different than the Special Servicer), forfeitures, legal fees and related costs, judgmentsthe Depositor, and any other costsdirector, liabilityofficer, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability employee or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performanceagent thereof, 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 them 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 that any of them may sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer's duties hereunder or by reason of reckless disregard of the Special Servicer's obligations and duties hereunder by the Special Servicer (unless such claim, loss, penalty, fine, forfeiture, legal fee and related cost or judgment results from the willful misfeasance, bad faith or negligence of such indemnified party). Each of the Trustee, the Fiscal Agent, the Master Servicer may incur or sustain in connection with, arising out of or related (if different than the Special Servicer) and the Depositor shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement, the Servicing AgreementsCertificates or any asset of the Trust Fund entitling the Trust or the Trustee, the Sale AgreementsFiscal Agent, the Step 2 Assignment Agreements Master Servicer or the CertificatesDepositor, except as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the extent Trustee, the Fiscal Agent, the Master Servicer or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree that may be entered against it or them in respect of such claim. Any failure to so notify the Special Servicer shall not affect any rights the Trust, the Trustee, the Fiscal Agent, the Master Servicer or the Depositor may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such lossclaim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Special Servicer, liability or expense is related to (i) a material breach of the Master Servicer's representations , the Trustee and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution AccountFiscal Agent.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (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 incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the 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 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 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 related A Note and does not relate primarily to the administration of the Trust or any REMIC formed hereunder 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, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related A Note. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Trustee Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Depositor, the Securities Administrator, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The Trustee, the Depositor, the Securities Administrator, Paying Agent or the Servicers, the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Depositor, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Depositor, the Paying Agent or the Master Servicer, as the case may be) 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 Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Depositor, the Paying Agent or the Master Servicer agrees may have to indemnify indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold the termination or resignation of the Special Servicer, the Paying Agent or the Trustee. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "TRANSACTION PARTIES--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Any Non-Serviced Mortgage Loan Special Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trustee from and against Trust's pro rata share of 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, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the Servicing Agreementsrelated Non-Serviced Companion Mortgage Loans), reasonably requiring the Sale Agreements, the Step 2 Assignment Agreements use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master Servicer's representations and warranties in this Agreement or (ii) the Master any Non-Serviced Mortgage Loan Special Servicer's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling 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 deposit in the Distribution AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (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 incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the 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 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 Trust) or the WestShore Plaza Companion Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such 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 or any REMIC formed hereunder 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, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related A Note. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Trustee Fiscal Agent, the Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, Paying Agent or the Servicers, the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) 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. Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer agrees to indemnify and hold Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Any Non-Serviced Mortgage Loan Special Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trustee from and against Trust's pro rata share of 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, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the Servicing Agreementsrelated Non-Serviced Mortgage Loan Companion Loans), reasonably requiring the Sale Agreements, the Step 2 Assignment Agreements use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master Servicer's representations and warranties in this Agreement or (ii) the Master any Non-Serviced Mortgage Loan Special Servicer's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling 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 deposit in the Distribution AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold the DepositorIndenture Trustee, the Securities Administrator, the Servicers, the Trustee and CustodiansOwner Trustee, and hold them each Noteholder and Certificateholder 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 DepositorIndenture Trustee, the Securities AdministratorOwner Trustee, the Servicers, the Trustee and any Noteholder or the Custodians Certificateholder may sustain as a result in any way related to the failure of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Business Loans in compliance with the terms 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, Servicer shall immediately notify the Master Servicer Indenture Trustee and the Owner Trustee if a claim is made by a third any party with respect to this Agreement or Agreement, and 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 (with the consent of the Indenture Trustee) the defense of any such claim and 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 it the Servicer, the Indenture Trustee, the Owner Trustee, and/or a Noteholder or them Certificateholder in respect of such claim. The Master Indenture Trustee may reimburse the Servicer from the Expense Account pursuant to Section 5.03(c)(i) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Servicer to service and administer the Business Loans in compliance with the terms of this Agreement. (b) The Bank agrees to indemnify and hold harmless the Indenture Trustee, the Owner Trustee from and against any each Noteholder 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 Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Indenture Trustee, the Owner Trustee, and any Noteholder or Certificateholder may incur or sustain in connection withany way related to the failure of the Bank to perform its duties in compliance with the terms of this Agreement and in the best interests of the Noteholders and Certificateholders. The Bank shall immediately notify the Indenture Trustee and the Owner Trustee, arising out of or related if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsBank shall assume (with the consent of the Indenture Trustee) the defense of any such claim and 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 Sale AgreementsSellers, the Step 2 Assignment Agreements Indenture Trustee, the Owner Trustee and/or a Noteholder or Certificateholder in respect of such claim. The Indenture Trustee may reimburse the Bank from the Expense Account pursuant to Section 5.03(c)(i) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the Bank indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Bank, to perform its obligations to service and administer the Business Loans in compliance with the terms of this Agreement, or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer's representations and warranties Bank to perform its duties in compliance with the terms of this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution Accountbest interests of the Noteholders and Certificateholders.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and to hold each of the Trust, the Owner Trustee, the Depositor, the Securities AdministratorIndenture Trustee, the ServicersCollateral Agent, the Trustee Unaffiliated Seller, the Note Insurer and Custodians, and hold them each Noteholder 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 Trust, the Owner Trustee, the Depositor, the Securities AdministratorIndenture Trustee, the ServicersCollateral Agent, the Trustee or Unaffiliated Seller, the Custodians Note Insurer and any Noteholder may sustain as a result in any way related to the failure of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator, the Servicers, the Trustee Agreement and the Custodians, as applicable, other Basic Document. Each indemnified party and the Servicer shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or and the Mortgage Loans which would entitle other Basic Documents, and 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 reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Trust, the Owner Trustee, the Depositor, the Servicer, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and/or a Noteholder in respect of such claim. The Master Indenture Trustee shall reimburse the Servicer agrees in accordance with Section 5.08 hereof, out of collections on the Mortgage Loans for the Due Period, for all amounts advanced by it pursuant 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) preceding sentence except to the extent that the Trustee may sustain as a result claim relates directly to the failure of the Servicer to service and administer the Mortgages in compliance with the terms of this Agreement; provided, that the Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such liability or reimbursement. The obligations of the Master Servicer and in connection with under this Section 5.19 arising prior to any resignation or termination of the TrusteeServicer hereunder shall survive the resignation or termination of the Servicer (b) The Indenture Trustee may, if necessary, reimburse the Servicer from amounts otherwise distributable on the related Trust Certificates for all amounts advanced by it pursuant to Section 4.04(a)(ii) of the Unaffiliated Seller's assumption (not including the Trustee's performanceAgreement, except to the extent that costs or liability the claim relates directly to the failure of the Trustee are created Servicer, if it is the Unaffiliated Seller, or increased as a result of negligent or wrongful acts or omissions is an Affiliate of the Master Servicer prior Unaffiliated Seller, to perform its replacement as Master Servicerobligations to service and administer the Mortgages in compliance with the terms of the Unaffiliated Seller's Agreement and this Agreement, or the failure of the Unaffiliated Seller to perform its duties in compliance with the terms of this Agreement. (c) The Indenture Trustee shall reimburse the Unaffiliated Seller from amounts otherwise distributable on the related Trust Certificates for all amounts advanced by the Unaffiliated Seller pursuant to the second sentence of Section 4.04(a)(ii) of the Master ServicerUnaffiliated Seller's obligations, duties or responsibilities under such agreement. The Trust will indemnify Agreement except when 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except relevant claim relates directly to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of Unaffiliated Seller to perform its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an "unanticipated expense incurred by in compliance with the REMIC" within terms of 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 deposit in the Distribution AccountUnaffiliated Seller's Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities AdministratorPurchaser, the Servicers, Securities Administrator and the Trustee and CustodiansTrustee, 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 AdministratorPurchaser, the Servicers, Securities Administrator or 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, 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 Securities AdministratorPurchaser, the Servicers, Securities Administrator and 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, Securities Administrator or 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 Notwithstanding anything to the contrary contained herein, the Master Servicer agrees to indemnify shall not settle any claim involving the Trustee without the Trustee's prior written consent unless such settlement involves a complete, unqualified and hold harmless absolute release of 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 agreementclaim. 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to a result of (i) a material breach of the Master Servicer's representations and warranties in this Agreement, (ii) any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Master Servicer, the Trustee and the Custodian pursuant to the IndyMac Servicing Agreement, if applicable, (iii) any breach of the Original Loan Seller's obligations in connection with the IndyMac Assignment Agreement, for which the Original Loan Seller has performed its obligation to indemnify the Master Servicer pursuant to the IndyMac Assignment Agreement, or (iiiv) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementthis Agreement; provided, 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 deposit in the Distribution Account. The foregoing indemnity shall survive the resignation or removal of the Master Servicer or the termination of this Agreement.

Indemnification; Third Party Claims. The Each of the Master Servicer agrees and the Backup Servicer agree to indemnify the Depositor, each Servicer, the Trustee, the Custodian, the Securities Administrator, Administrator and the Servicers, the Trustee and CustodiansTrust Fund, 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, such Servicer, the Trustee, the Custodian, the Securities Administrator, the Servicers, the Trustee Administrator or the Custodians Trust Fund may sustain as a result of the Master Servicer's or Backup Servicer's respective 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, without limitation, its obligations under Sections 3.02(e), 3.22 and 3.23 notwithstanding any transfer to a successor master servicer or securities administrator, as the case may be. The Depositor, the Securities Administrator, the Servicersapplicable Servicer, the Trustee Custodian and the Custodians, as applicable, Trustee shall immediately notify the Master Servicer or Backup Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Servicerssuch Servicer, the Trustee Trustee, the Securities Administrator, the Custodian or the Custodians Trust Fund to indemnification under this Section 9.12, whereupon the Master Servicer or the Backup 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 Each of the Master Servicer agrees and the Backup Servicer agree 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 respective liability or obligations of the Master Servicer or Backup Servicer, as applicable, 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 or the Backup Servicer prior to its replacement as Master Servicer or Backup Servicer) of the Master Servicer's or Backup Servicer's obligations, as applicable, duties or responsibilities under such agreement. The Trust Fund will indemnify each of the Master Servicer and Backup 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 that the Master Servicer or Backup Servicer, as applicable may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's and Backup Servicer's, as 170 applicable, representations and warranties in this Agreement or (ii) the Master Servicer's and Backup Servicer's, as applicable, willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, 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 Each of the Master Servicer and Backup Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold the Depositor, the Securities Administrator, the Servicers, the Trustee and CustodiansTrustee, and hold them each Certificateholder 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 DepositorTrustee, the Securities Administrator, the Servicers, the Trustee or the Custodians and any Certificateholder may sustain as a result in any way related to the failure of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Business Loans in compliance with the terms 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, Servicer shall immediately notify the Master Servicer Trustee if a claim is made by a third any party with respect to this Agreement or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and 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 it or them the Servicer, the Trustee, and/or Certificateholder in respect of such claim. The Master Trustee may reimburse the Servicer from the Expense Account pursuant to Section 6.03(c)(i) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Servicer to service and administer the Business Loans in compliance with the terms of this Agreement. (b) The Seller 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 each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, and any Certificateholder may incur or sustain in connection withany way related to the failure of the Servicer, arising out if it is an affiliate thereof, or the failure of or related the Sellers to perform their respective duties in compliance with the terms of this Agreement and in the best interests of the Certificateholders. The Seller shall immediately notify the Trustee, if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsSeller shall assume (with the consent of the Trustee) the defense of any such claim and 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 Sale AgreementsSeller, the Step 2 Assignment Agreements Trustee and/or Certificateholder in respect of such claim. The Trustee may reimburse the Seller from the Expense Account pursuant to Section 6.03(c)(i) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the Seller indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Seller, to perform its obligations to service and administer the Business Loans in compliance with the terms of this Agreement, or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer's representations and warranties Seller to perform its duties in compliance with the terms of this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution Accountbest interests of the Certificateholders.

Indemnification; Third Party Claims. 245- (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (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 incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the 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 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 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 related A Note and does not relate primarily to the administration of the Trust or any REMIC formed hereunder 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, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related A Note. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Trustee Fiscal Agent, the Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, Paying Agent or the Servicers, the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) 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. Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "Servicing of The Mortgage Loans - The Master Servicer agrees to indemnify and hold Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Any Non-Serviced Mortgage Loan Special Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trustee from and against Trust's pro rata share of 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, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the Servicing Agreementsrelated Non-Serviced Companion Mortgage Loans), reasonably requiring the Sale Agreements, the Step 2 Assignment Agreements use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master Servicer's representations and warranties in this Agreement or (ii) the Master any Non-Serviced Mortgage Loan Special Servicer's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling 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 deposit in the Distribution AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the 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 was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Trustee Fiscal Agent, the Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, Paying Agent or the Servicers, the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) 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 Any failure to so notify the Special Servicer agrees to indemnify and hold harmless shall not affect any rights 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 Trust or obligations of the Master Servicer and in connection with the Trustee's assumption (not including , the Trustee's performanceFiscal Agent, except to the extent that costs Depositor, the Paying Agent 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 that the Master Servicer may incur or sustain in connection with, arising out of or related have to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in indemnification under this Agreement or (ii) otherwise, unless the Master Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful malfeasancemisfeasance, bad faith or negligence negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or by reason on behalf of its reckless disregard of its duties the Special Servicer for inclusion in the Preliminary Prospectus Supplement and obligations the Final Prospectus Supplement is the information set forth in the paragraph under any such agreement; provided, that any such loss, liability or expense constitutes an the caption "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). SERVICING OF THE MORTGAGE LOANS - The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in and Special Servicer--Special Servicer" of the Distribution AccountPreliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (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 incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the 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 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 Trust) or a particular Companion Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such 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 or any REMIC formed hereunder 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, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related Pari Passu Loan and Companion Loan. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Trustee Fiscal Agent, the Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, Paying Agent or the Servicers, the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) 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. Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer agrees to indemnify and hold Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) The Other Special Servicer and any director, officer, employee or agent of the Other Special Servicer shall be indemnified by the Trust and held harmless against the Trustee from and against Trust's pro rata share of 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, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to the Other Pooling and Servicing Agreement and this Agreement, and relating to a Pari Passu Loan (but excluding any such losses allocable to a Companion Loan), reasonably requiring the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Other Special Servicer's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the Other Pooling 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 deposit in the Distribution AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, the Servicers, the Trustee and Custodians, 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, 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 the Indenture Trustee, the Issuer, the Seller, the Securities Insurer and each Securityholder 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 Indenture Trustee, the Issuer, the Seller, the Securities Insurer or any Securityholder may sustain as a result of such liability directly resulting from the negligence or obligations willful misconduct of the Master Servicer and in connection the performance of its duties hereunder or in the servicing of the Home Loans in compliance with the Trustee's assumption (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 including the Trustee's performance, except to the extent that costs be liable or liability responsible for any 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 obligationsrepresentations, covenants, warranties, responsibilities, duties or responsibilities under such agreementliabilities of any prior Servicer. The Trust will 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 this Agreement, and the Servicer shall assume (with the consent of the Indenture Trustee and the Issuer) 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 Seller, the Securities Insurer and/or any Securityholder in respect of such claim. (b) The Seller agrees to indemnify the Master Servicer and hold it the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer and each Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilitiesfees and expenses that the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer or any Securityholder may sustain directly resulting from the negligence or willful misconduct of the Seller in the performance of its duties hereunder or 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 SELLER 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 SELLER. The Seller shall immediately notify the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer and each Securityholder if a claim is made by a third party with respect to this Agreement, and the Seller shall assume (with the consent of the Indenture Trustee and the Issuer) 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 Seller, the Servicer, the Indenture Trustee, the Issuer, the Securities Insurer and/or any Securityholder in respect of such claim. (c) The Transferor agrees to indemnify and hold the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer and each Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Master Servicer Indenture Trustee, the Issuer, the Servicer, the Securities Insurer or any Securityholder may incur sustain directly resulting from the negligence or sustain willful misconduct of the Transferor in connection withthe performance of its duties hereunder or 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 TRANSFEROR SET FORTH IN THE PRECEDING SENTENCE SHALL APPLY FULLY TO CLAIMS, arising out of or related LOSSES, ETC. RESULTING FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE ORDINARY NEGLIGENCE ON THE PART OF THE TRANSFEROR. The Transferor shall immediately notify the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer and each Securityholder if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsTransferor shall assume (with the consent of the Indenture Trustee and the Issuer) 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 Transferor, the Sale AgreementsServicer, the Step 2 Assignment Agreements or Indenture Trustee, the CertificatesIssuer, except to the extent that Securities Insurer and/or any Securityholder in respect of such loss, liability or expense is related to claim. (id) a material breach The obligations of the Master Servicer's representations , the Seller and warranties in the Transferor under this Agreement or (ii) Section 9.01 shall survive the Master Servicer's willful malfeasance, bad faith or negligence or by reason termination 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 deposit in the Distribution Accountthis Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold the DepositorTrustee, the Securities AdministratorCo-Trustee, the ServicersCustodian, the Trustee Certificate Insurer and Custodians, and hold them each Certificateholder 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 DepositorTrustee, the Securities AdministratorCo-Trustee, the ServicersCustodian, the Trustee or the Custodians Certificate Insurer and any Certificateholder may sustain as a result in any way related to the failure of the Master Servicer's willful malfeasance, bad faith or negligence in Servicer and the performance of Claims Administrator to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms 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, Servicer shall immediately notify the Master Servicer 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 or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and 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 it or them the Servicer, the Claims Administrator, the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and/or Certificateholder in respect of such claim. The Master Trustee may reimburse the Servicer from the related Expense Account pursuant to Section 6.03(c)(i), 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 Pool for all amounts advanced by 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) The Representative 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 Co-Trustee's performance, except to the extent that costs or liability of Custodian, 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 Certificate Insurer and hold it each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and any Certificateholder may incur or sustain in connection withany way related to the failure of the Servicer, arising out if it is an affiliate thereof, or the failure of or related the Representative to perform their respective duties in compliance with the terms of this Agreement and in the best interests of the Certificate Insurer and the Certificateholders. The Representative 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 Servicing AgreementsRepresentative shall assume (with the consent of the Trustee) the defense of any such claim and 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 Sale AgreementsRepresentative, the Step 2 Assignment Agreements Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee may reimburse the Representative from the related Expense Account pursuant to Section 6.03(c)(i), 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 Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the claim relates directly to the Representative's indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Representative, to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer's representations and warranties Representative to perform its duties in compliance with the terms of this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution Accountbest interests of the Certificate Insurer and the Certificateholders.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold the DepositorIndenture Trustee, the Securities Administrator, the Servicers, the Trustee and CustodiansOwner Trustee, and hold them each Noteholder and Certificateholder 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 DepositorIndenture Trustee, the Securities AdministratorOwner Trustee, the Servicers, the Trustee and any Noteholder or the Custodians Certificateholder may sustain as a result in any way related to the failure of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Business Loans in compliance with the terms 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, Servicer shall immediately notify the Master Servicer Indenture Trustee and the Owner Trustee if a claim is made by a third any party with respect to this Agreement or Agreement, and 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 (with the consent of the Indenture Trustee) the defense of any such claim and 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 it the Servicer, the Indenture Trustee, the Owner Trustee, and/or a Noteholder or them Certificateholder in respect of such claim. The Master Indenture Trustee may reimburse the Servicer from the Expense Account pursuant to Section 5.03(c)(i) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Servicer to service and administer the Business Loans in compliance with the terms of this Agreement. (b) The Seller agrees to indemnify and hold harmless the Indenture Trustee, the Owner Trustee from and against any each Noteholder 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 Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Indenture Trustee, the Owner Trustee, and any Noteholder or Certificateholder may incur or sustain in connection withany way related to the failure of the Seller to perform its duties in compliance with the terms of this Agreement and in the best interests of the Noteholders and Certificateholders. The Seller shall immediately notify the Indenture Trustee and the Owner Trustee, arising out of or related if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsSeller shall assume (with the consent of the Indenture Trustee) the defense of any such claim and 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 Sale AgreementsSeller, the Step 2 Assignment Agreements Indenture Trustee, the Owner Trustee and/or a Noteholder or Certificateholder in respect of such claim. The Indenture Trustee may reimburse the Seller from the Expense Account pursuant to Section 5.03(c)(i) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the Seller indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Seller, to perform its obligations to service and administer the Business Loans in compliance with the terms of this Agreement, or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer's representations and warranties Seller to perform its duties in compliance with the terms of this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution Accountbest interests of the Noteholders and Certificateholders.

Indemnification; Third Party Claims. The Each Master Servicer agrees to indemnify and any director, officer, employee or agent of such Master Servicer (the Depositor"Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Securities AdministratorMortgage Loans, any Serviced Companion Mortgage Loans and any B Notes, as provided in the Servicersfollowing paragraph, the Trustee and Custodians, 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, 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, judgments and any other costs, liabilities, fees and expenses that the (collectively, "Master Servicer may incur or sustain Losses") incurred in connection with, arising out of or related with any legal action relating to this Agreement, the Servicing Agreementsany Mortgage Loans, the Sale Agreementsany Serviced Companion Mortgage Loans, the Step 2 Assignment Agreements any B Notes, any REO Property or the Certificates, except to Certificates or any exercise of any right under this Agreement reasonably requiring the extent that use of counsel or the incurring of expenses other than any such loss, liability or expense is related to (i) a material breach incurred by reason of the Master Servicer's representations and warranties in this Agreement or (ii) the applicable Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or by reason to any determination respecting the amount, payment or avoidance of its reckless disregard any tax under the REMIC provisions of its duties the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and obligations under 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 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 Losses that do not relate primarily to reimbursement for the administration of the Trust, to any such indemnified amount from funds on deposit in REMIC Pool or to any determination respecting the Distribution Account.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 Master Servicer agrees to indemnify and hold the DepositorTrustee, the Securities Administrator, the Servicers, the Trustee Certificate Insurer and Custodians, and hold them each Certificateholder 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 DepositorTrustee, the Securities Administrator, the Servicers, the Trustee or the Custodians Certificate Insurer and any Certificateholder may sustain as a result in any way related to the failure of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms 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, Servicer shall immediately notify the Master Servicer Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and 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 it or them the Servicer, the Trustee, the Certificate Insurer and/or Certificateholder in respect of such claim. The Master Trustee may reimburse the Servicer from the related Expense Account pursuant to Section 6.03(c)(i), 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 Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the Claim relates directly to the failure of the Servicer to service and administer the Mortgages in compliance with the terms of this Agreement. (b) The Representative 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 Certificate Insurer and hold it each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, the Certificate Insurer and any Certificateholder may incur or sustain in connection withany way related to the failure of the Servicer, arising out if it is an affiliate thereof, or the failure of or related the Representative to perform their respective duties in compliance with the terms of this Agreement and in the best interests of the Certificate Insurer and the Certificateholders. The Representative shall immediately notify the Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsRepresentative shall assume (with the consent of the Trustee) the defense of any such claim and 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 Sale AgreementsRepresentative, the Step 2 Assignment Agreements Trustee, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee may reimburse the Representative from the related Expense Account pursuant to Section 6.03(c)(i), 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 Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the claim relates directly to the Representative's indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Representative to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer's representations and warranties Representative to perform its duties in compliance with the terms of this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution Accountbest interests of the Certificate Insurer and the Certificateholders.

Indemnification; Third Party Claims. The Master Servicer agrees In addition to the indemnification provided in Section 6.03, Seller shall indemnify the Depositor, the Securities Administrator, the Servicers, the Trustee and Custodians, and hold them harmless Purchaser against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator, the Servicers, the Trustee or the Custodians Purchaser may sustain as a result in any way related to the failure of Seller to perform its duties, obligations, covenants and agreements and service the Master Servicer's willful malfeasance, bad faith or negligence Mortgage Loans in strict compliance with the performance terms 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, Seller shall immediately notify the Master Servicer Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the DepositorLoans, the Servicers, the Trustee or the Custodians to indemnification under this Section 9.12, whereupon the Master Servicer and Seller shall assume (with 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 judgment judg-ment or decree which may be entered against it Seller or them Purchaser in respect of such claim. The Master Servicer agrees Seller shall provide Purchaser with a written report of all expenses and advances incurred by Seller pursuant to indemnify this Section 13.01 and hold harmless Purchaser shall promptly rxxx-xxxxx Seller for all amounts advanced by it pur-suant to the Trustee from preceding sentence except when the claim in any way relates to Seller's failure to service 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 administer the Trustee may sustain as a result of such liability or obligations of the Master Servicer and Mortgage Loans in connection strict compliance with the Trustee's assumption (not including the Trustee's performance, except terms of this Agreement. Notwithstanding anything 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 that the Master Servicer may incur or sustain contrary in connection with, arising out of or related to this Agreement, in the 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 hereunder where, when acting in accordance with Customary Servicing AgreementsProcedures, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except it fails to act in response to any notice delivered to the extent that any such loss, liability or expense is related to record holder of the Mortgaged Property if (i) a material breach statutory notice was not delivered to Seller and the record holder did not notify Seller of the Master Servicer's representations and warranties in this Agreement or receipt of such notice, (ii) Seller had no actual knowledge of the Master Servicersituation surrounding such notice and (iii) Seller's willful malfeasance, bad faith or negligence or by reason inaction was due entirely to Seller's lack of its reckless disregard receipt 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)notice. The Master Servicer provisions of this Section 13.01 shall be entitled to reimbursement for any such indemnified amount from funds on deposit in survive termination of this Agreement and transfer of the Distribution Accountservicing rights.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (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 incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the 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 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 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 related A Note and does not relate primarily to the administration of the Trust or any REMIC formed hereunder 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, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related A Note. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Trustee Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Depositor, the Securities Administrator, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The Trustee, the Depositor, the Securities Administrator, Paying Agent or the Servicers, the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Depositor, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Depositor, the Paying Agent or the Master Servicer, as the case may be) 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. Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, the Paying Agent or the Trustee. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "Servicing of The Mortgage Loans - The Master Servicer agrees to indemnify and hold Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Any Non-Serviced Mortgage Loan Special Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trustee from and against Trust's pro rata share of 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, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the Servicing Agreementsrelated Non-Serviced Companion Mortgage Loans), reasonably requiring the Sale Agreements, the Step 2 Assignment Agreements use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master Servicer's representations and warranties in this Agreement or (ii) the Master any Non-Serviced Mortgage Loan Special Servicer's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling 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 deposit in the Distribution AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (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 incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the 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 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 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 related A Note and does not relate primar ily to the administration of the Trust or any REMIC formed hereunder 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, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related A Note. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Trustee Fiscal Agent, the Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, Paying Agent or the Servicers, the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) 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. Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS -- The Master Servicer agrees to indemnify and hold Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Any Non-Serviced Mortgage Loan Special Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trustee from and against Trust's pro rata share of 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, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the Servicing Agreementsrelated Non-Serviced Companion Mortgage Loans), reasonably requiring the Sale Agreements, the Step 2 Assignment Agreements use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master Servicer's representations and warranties in this Agreement or (ii) the Master any Non-Serviced Mortgage Loan Special Servicer's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling 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 deposit in the Distribution AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, 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 other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of 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 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 otherwise, unless the Trust is prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement. The Trustee or the Master Servicer shall promptly make from the Certificate Account any payments certified by the Master Servicer to the Trustee as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Securities Administratorand any director, the Servicersofficer, the Trustee and Custodiansemployee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, and the Securities Administrator, the Servicers, the Trustee or the Custodians Trust may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The DepositorTrustee, the Securities AdministratorFiscal Agent, the Servicers, Special Servicer or the Trustee and the CustodiansDepositor, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the Servicers, the Trustee Special Servicer or the Custodians Trust to indemnification under this Section 9.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer or the Depositor, as applicable) 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 Any failure to so notify the Master Servicer agrees shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor or the Trust may have to indemnify indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold harmless the Trustee from resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer and against any and all claimsthe Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, lossesif a court of competent jurisdiction makes a final, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) non-appealable judgment that the Trustee may sustain as a result of such liability or obligations conduct of the Master Servicer and in connection was not culpable or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) The parties expressly agree that the Trustee's assumption (not including only written information concerning the Trustee's performance, except to the extent that costs Master Servicer furnished by or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions on behalf of the Master Servicer prior to its replacement as Master Servicer) of for inclusion in the Master Servicer's obligationsPreliminary Prospectus Supplement, duties or responsibilities the Final Prospectus Supplement, the Private Placement Memorandum and the Prospectus is the information set forth under such agreement. the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS -- 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 that the Special Servicer--Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach Servicer" of the Master Servicer's representations Preliminary Prospectus Supplement and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution AccountFinal Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer (and the General Partner of the Special Servicer) shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents (and the General Partner of the Special Servicer) shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorney's 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall promptly notify the Trustee if a claim is made by a third party with respect hereto or the Specially Serviced Mortgage Loans entitling the Special Servicer to indemnification hereunder, whereupon the Trustee shall assume the defense of any such claim 158 (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. Any failure to so notify the Trustee shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Trust is materially prejudiced thereby. 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 Special Servicer shall be reimbursed by the party responsible, or if not recovered by the Special Servicer from such Person, then by the Trust, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable. (b) The Special Servicer agrees to indemnify the Trust, the Trustee, the Fiscal Agent, the Depositor, the Securities AdministratorMaster Servicer and any director, officer, employee or agent of the Trustee, the ServicersFiscal Agent, the Trustee Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the DepositorTrust or the Trustee, the Securities AdministratorFiscal Agent, the Servicers, the Trustee Depositor or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The DepositorTrustee, the Securities AdministratorFiscal Agent, the Servicers, Depositor or the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the DepositorTrust or the Trustee, the ServicersFiscal Agent, the Trustee Depositor or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor or the Master Servicer, as the case may be) 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 Any failure to so notify the Special Servicer agrees to indemnify and hold harmless shall not affect any rights 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 Trust or obligations of the Master Servicer and in connection with the Trustee's assumption (not including , the Trustee's performanceFiscal Agent, except to the extent that costs Depositor 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 that the Master Servicer may incur or sustain in connection with, arising out of or related have to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in indemnification under this Agreement or (ii) otherwise, unless the Master Special Servicer's defense of such claim is materially prejudiced thereby. 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 Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful malfeasancemisfeasance, bad faith or negligence negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or by reason on behalf 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 Special Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit inclusion in the Distribution AccountProspectus Supplement is the information set forth in the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS -- The Special Servicer" on page S-77 of the Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to shall indemnify each Transferor, the Owner Trustee, the Issuer, the Grantor Trust, the Depositor, the Securities AdministratorGrantor Trustee, the Servicers, Master Servicer and the Indenture Trustee and Custodians, (each an "INDEMNIFIED PARTY") and hold harmless each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees costs and expenses that resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of any of the Servicer's representations and warranties and covenants contained in this Agreement or in any way relating to the failure of the Servicer to perform its duties and service the Home Loans in compliance with the terms of this Agreement. (b) The Empire Subservicer shall indemnify each Transferor, the Owner Trustee, the Issuer, the Grantor Trust, the Depositor, the Securities AdministratorGrantor Trustee, the Servicers, the Trustee or the Custodians may sustain as a result of the Master Servicer, the Servicer and the Indenture Trustee (each an "INDEMNIFIED PARTY") and hold harmless each of them against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of any of the Empire Subservicer's willful malfeasance, bad faith representations and warranties and covenants contained in this Agreement or negligence in any way relating to the performance failure of the Empire Subservicer to perform its duties hereunder or by reason and service the Home Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Agreement. The . (c) Each Transferor, the Depositor, the Securities AdministratorGrantor Trustee, the ServicersOwner Trustee, the Trustee and Master Servicer or the CustodiansIndenture Trustee, as applicablethe case may be, shall immediately promptly notify the Master Servicer if a claim is made by a third party with respect to a breach of any of the Servicer's representations and warranties and covenants contained in this Agreement or in any way relating to the Mortgage failure of the Servicer to perform its duties and service the Home Loans in compliance with the terms of this Agreement. The Servicer shall promptly notify the Indenture Trustee, the Grantor Trustee, the Owner Trustee, the Master Servicer and the Depositor of any claim of which would entitle it has been notified pursuant to this SECTION 9.01 by a Person other than the Depositor, and, in any event, shall promptly notify the Servicers, the Trustee or the Custodians Depositor of its intended course of action with respect to indemnification under this Section 9.12, whereupon the Master any claim. (d) The Servicer shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim and pay all expenses in connection therewith, including counsel feesreasonable cooperation with, and promptly paywith the reasonable cooperation of, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claimthe Indemnified Party. The Master Servicer agrees Indemnified Party will have the right to indemnify and hold harmless employ its own counsel in any such action in addition to the Trustee from and against any and all claimscounsel of the Servicer, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (i) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Servicer, (ii) the Servicer has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (iii) the named parties to any such action or proceeding (including reasonable attorneys' feesany impleaded parties) include both the Servicer and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be one or more legal defenses available to them which are different from or additional to those available to the Trustee may sustain as a result Servicer. The Servicer shall not be liable for any settlement of any such claim or action unless the Servicer shall have consented thereto or be in default on its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this SECTION 9.01 shall relieve the Servicer of liability only if such failure is materially prejudicial to the position of the Servicer and then only to the extent of such liability prejudice. (e) The provisions of this Section 9.01 shall survive the replacement of the Servicer pursuant to a Servicer Termination Event; provided, that no successor servicer shall be liable for (or obligations required to indemnify any party for) any act or omission of any predecessor servicer. None of the Transferors, the Depositor, the Servicer, 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 any of the Trustee are created directors, officers, employees or increased as a result agents of negligent or wrongful acts or omissions of the Transferors, the Depositor, the Master Servicer prior to its replacement as Master or the Servicer) , or members or Affiliates of the Master Servicer's obligationsDepositor shall be under any liability to the Issuer, duties the Securityholders 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 costsPerson for any action taken, liabilitiesor for refraining from the taking of any action, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related good faith pursuant to this Agreement, the Servicing Agreementsor for errors in judgment; PROVIDED, HOWEVER, that this provision shall not protect any Transferor, the Sale AgreementsDepositor, the Step 2 Assignment Agreements Servicer, the Master Servicer or any such person against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any specific liability imposed on any Transferor, the Depositor, the Master Servicer or the CertificatesServicer herein, except to the extent that or against any such loss, liability or expense is related to (i) a material breach which would otherwise be imposed by reason of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of the duties of the Servicer, the Master Servicer, the Depositor or any Transferor, as the case may be, or by reason of its reckless disregard of its the obligations and duties and obligations under of the Servicer, the Master Servicer, the Depositor or any such agreement; providedTransferor, that any such lossas the case may be, liability or expense constitutes an "unanticipated expense incurred by hereunder. Each Transferor, the REMIC" within Depositor, the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Servicer, the Master Servicer shall be entitled to reimbursement for and any such indemnified amount from funds director, officer, employee or agent of each Transferor, the Depositor or the Servicer, or any member or Affiliate of the Depositor may rely in good faith on deposit in the Distribution Accountany document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder.

Indemnification; Third Party Claims. (a) Each Special Servicer and any of its respective directors, officers, employees or agents shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the related Special Servicer in accordance with the instruction delivered in writing to the related Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the related Special Servicer and each of its directors, officers, 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 related Special Servicer of any information included by the related Special Servicer in the report required to be provided by the related Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Master related Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the related 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 related Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the related Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the related Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. (b) The related Special Servicer agrees to indemnify the Trust, and the Trustee, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent, the Trustee other Special Servicer and Custodiansany director, officer, employee or agent or Controlling Person of the Trustee, the Depositor, the other Special Servicer and the Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Depositor, the Securities AdministratorPaying Agent, the Servicers, the Trustee other Special Servicer or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the related Special Servicer. The Trustee, the Depositor, the Securities AdministratorPaying Agent, the Servicers, other Special Servicer or the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master related Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Depositor, the ServicersPaying Agent, the Trustee other Special Servicer or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master related Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Depositor, the Paying Agent, the other Special Servicer or the Master Servicer, as the case may be) 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 Any failure to so notify the related Special Servicer agrees to indemnify and hold harmless shall not affect any rights 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 Trust or obligations of the Master Servicer and in connection with the Trustee's assumption (not including , the Trustee's performanceDepositor, except to the extent that costs Paying Agent, the other Special Servicer 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 that the Master Servicer may incur or sustain in connection with, arising out of or related have to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in indemnification under this Agreement or (ii) otherwise, unless the Master related Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the related Special Servicer, the Paying Agent or the Trustee. Any expenses incurred or indemnification payments made by the related Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the related Special Servicer was not culpable or found to have acted with willful malfeasancemisfeasance, bad faith or negligence negligence. (c) GMAC Commercial Mortgage Corporation, as special servicer, and the Depositor expressly agree that the only information furnished by or by reason on behalf of its reckless disregard of its duties GMAC Commercial Mortgage Corporation, as special servicer, for inclusion in the Preliminary Prospectus Supplement and obligations the Final Prospectus Supplement is the information set forth in the paragraph under any such agreement; provided, that any such loss, liability or expense constitutes an the caption "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). SERVICING OF THE MORTGAGE LOANS--The Master Servicer shall be entitled to reimbursement and Special Servicers--Special Servicer" of the Preliminary Prospectus Supplement and "SERVICING OF THE MORTGAGE LOANS--The Master Servicer and Special Servicers--Special Servicers--GMAC Commercial Mortgage Corporation" of the Final Prospectus Supplement. (d) Pacific Life Insurance Company, as special servicer, and the Depositor expressly agree that the only information furnished by or on behalf of Pacific Life Insurance Company, as special servicer, for any such indemnified amount from funds on deposit inclusion in the Distribution AccountPreliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS--The Master Servicer and Special Servicers--Special Servicers--Pacific Life Insurance Company" of the Final Prospectus Supplement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, the Depositor, the Securities AdministratorCustodian, the ServicersTrustee, the Trustee Certificate Insurer and Custodiansthe Trust, 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 Servicers, the Depositor, the Securities AdministratorCustodian, the ServicersTrustee, the Trustee Certificate Insurer or the Custodians may sustain Trust actually sustains as a result of the Master Servicer's ’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 AdministratorCustodian, the Servicers, each Servicer and the Trustee and the Custodians, as applicable, shall immediately promptly 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 ServicersCustodian, each Servicer, the Trustee Trustee, the Certificate Insurer or the Custodians 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; provided, however, that failure to so notify shall not relieve the Master Servicer of its responsibility to indemnify hereunder except to the extent that it has been materially prejudiced by such failure. 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 actually sustains as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's ’s assumption (not including the Trustee's ’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 ’s obligations, duties or responsibilities under such agreementthis 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's ’s representations and warranties in this Agreement, (ii) resulting from any breach of the applicable Servicer’s obligations in connection with this Agreement for which such Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05 or (iiiii) the Master Servicer's ’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementthis Agreement; provided, 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 deposit in the Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold the DepositorTrustee, the Securities AdministratorCo-Trustee, the Servicers, the Trustee Certificate Insurer and Custodians, and hold them each Certificateholder 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 DepositorTrustee, the Securities AdministratorCo-Trustee, the Servicers, the Trustee or the Custodians Certificate Insurer and any Certificateholder may sustain as a result in any way related to the failure of the Master Servicer's willful malfeasance, bad faith or negligence in Servicer and the performance of Claims Administrator to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms 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, Servicer shall immediately notify the Master Servicer Trustee, the Co-Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and 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 it or them the Servicer, the Claims Administrator, the Trustee, the Certificate Insurer and/or Certificateholder in respect of such claim. The Master Trustee may reimburse the Servicer from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class R Certificates from the Pool Remaining Amount Available with respect to each Pool for all amounts advanced by 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) The Representative 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 Co-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 Certificate Insurer and hold it each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, the Co-Trustee, the Certificate Insurer and any Certificateholder may incur or sustain in connection withany way related to the failure of the Servicer, arising out if it is an affiliate thereof, or the failure of or related the Representative to perform their respective duties in compliance with the terms of this Agreement and in the best interests of the Certificate Insurer and the Certificateholders. The Representative shall immediately notify the Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsRepresentative shall assume (with the consent of the Trustee) the defense of any such claim and 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 Sale AgreementsRepresentative, the Step 2 Assignment Agreements Trustee, the Co-Trustee, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee may reimburse the Representative from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class R Certificates from the Pool Remaining Amount Available with respect to each Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the claim relates directly to the Representative's indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Representative to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer's representations and warranties Representative to perform its duties in compliance with the terms of this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution Accountbest interests of the Certificate Insurer and the Certificateholders.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities AdministratorTrust, the ServicersIndenture Trustee, the Trustee Owner Trustee, the Servicing Rights Owner, the Securities Administrator and Custodians, the Master Servicer 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 AdministratorTrust, the ServicersIndenture Trustee, the Trustee Owner Trustee, the Servicing Rights Owner or the Custodians Master Servicer may sustain as a result of the Master Servicer's willful malfeasance, bad faith or negligence in failure of the performance of Servicer to perform its duties hereunder or by reason of its reckless disregard for and its obligations under this Agreement and its duties under and obligations to service the Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Securities AdministratorTrust, the ServicersIndenture Trustee, the Trustee and Owner Trustee, the Custodians, as applicable, Servicing Rights Owner or the Master Servicer 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 entitling the Depositor, the ServicersTrust, the Trustee Indenture Trustee, the Owner Trustee, the Servicing Rights Owner or the Custodians Master Servicer to indemnification under this Section 9.125.14, 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. . (b) The Depositor, the Servicer, the Master Servicer agrees to indemnify and hold harmless Servicer, the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, Securities Administrator and any other costsdirector, liabilityofficer, fees and expenses (including reasonable attorneys' fees) that employee or agent of the Trustee may sustain as a result of such liability or obligations of Depositor, the Master Servicer and in connection with the Trustee's assumption (not including Servicer shall be indemnified by 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 Fund and hold it held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related incurred in connection with any audit, controversy or judicial proceeding relating to (i) a material breach of the Master Servicer's representations and warranties in governmental taxing authority or any legal action relating to this Agreement or (ii) the Master Servicer's Notes or any other unanticipated or extraordinary expense, other than any loss, liability or expense incurred by reason of willful malfeasancemisfeasance, bad faith or negligence (or gross negligence in the case of the Depositor) in the performance of duties hereunder or by reason of its reckless disregard of its obligations and duties and obligations hereunder. None of the Depositor, the Master Servicer or the Servicer shall be under any such agreementobligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that each of the Depositor, the Master Servicer and the Servicer may in its sole discretion undertake any such lossthat it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Indenture Trustee and the Noteholders hereunder. In such event, the legal expenses and costs of such action and any liability or expense constitutes an "unanticipated expense incurred by resulting therefrom shall be expenses, costs and liabilities of the REMIC" within Trust Fund, and the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Depositor, the Master Servicer and the Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in be reimbursed therefor out of the Distribution Collection Account.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B 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 (collectively, "Master Servicer Losses") incurred in connection with any legal action relating to 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 other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such 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 Mortgage Loan or any B Note. In the case of any such 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: (1) if such Master Servicer Losses relate to a Loan Pair, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, in the relative proportions provided for in the applicable Intercreditor Agreement and (y) if the collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Master Servicer 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; and (2) if such Master Servicer Losses relate to any A/B Mortgage Loan, then such indemnification shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, (y) if the collections and proceeds described in subclause (x) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Serviced Pari Passu Mortgage Loan and the Serviced Companion Mortgage Loan, in the relative proportions provided for in the related Loan Pair Intercreditor Agreement and (z) if the aggregate collections and proceeds described in subclauses (x) and (y) of this clause (2) are not sufficient to so indemnify the Master Servicer 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. 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 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. The Trustee or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, any Serviced Companion Mortgage Loan or any B Note, as described above, out of the related Serviced Companion Mortgage Loan Custodial Account or the related A/B Loan Custodial Account) any payments certified by the Master Servicer to the Trustee as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the DepositorTrustee, the Securities AdministratorFiscal Agent, the ServicersSpecial Servicer, the Trustee Trust, the Depositor and Custodiansany director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the DepositorTrustee, the Securities AdministratorFiscal Agent, the ServicersSpecial Servicer, the Trustee or Depositor and the Custodians Trust may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The DepositorTrustee, the Securities AdministratorFiscal Agent, the Servicers, Special Servicer or the Trustee and the CustodiansDepositor, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the Servicers, the Trustee Special Servicer or the Custodians Trust to indemnification under this Section 9.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer or the Depositor, as applicable) 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 Any failure to so notify the Master Servicer agrees shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor or the Trust may have to indemnify indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold harmless the Trustee from resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer and against any and all claimsthe Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, lossesif a court of competent jurisdiction makes a final, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) non-appealable judgment that the Trustee may sustain as a result of such liability or obligations conduct of the Master Servicer and in connection with the Trustee's assumption (was not including the Trustee's performance, except to the extent that costs culpable 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's did not act with willful malfeasancemisfeasance, 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 deposit in the Distribution Accountnegligence.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B 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 (collectively, "Master Servicer Losses") incurred in connection with any legal action relating to 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 other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such 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 Mortgage Loan or any B Note. In the case of any such 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: (1) if such Master Servicer Losses relate to a Loan Pair, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan, in the relative proportions provided for in the applicable Intercreditor Agreement and (y) if the collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Master Servicer 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; and (2) if such Master Servicer Losses relate to any A/B Mortgage Loan, then such indemnification shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, (y) if the collections and proceeds described in subclause (x) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Serviced Pari Passu Mortgage Loan and the Serviced Companion Mortgage Loan, in the relative proportions provided for in the related Loan Pair Intercreditor Agreement and (z) if the aggregate collections and proceeds described in subclauses (x) and (y) of this clause (2) are not sufficient to so indemnify the Master Servicer 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. 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 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. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, any Serviced Companion Mortgage Loan or any B Note, as described above, out of the related Serviced Companion Mortgage Loan Custodial Account or the related A/B Loan Custodial Account) any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Securities AdministratorPaying Agent, the Servicersand any director, the Trustee and Custodiansofficer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Securities Administrator, Paying Agent and the Servicers, the Trustee or the Custodians Trust may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The DepositorTrustee, the Securities AdministratorFiscal Agent, the ServicersSpecial Servicer, the Trustee and Paying Agent or the CustodiansDepositor, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the ServicersSpecial Servicer, the Trustee Paying Agent or the Custodians Trust to indemnification under this Section 9.128.25(b), -211- whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 Any failure to so notify the Master Servicer agrees shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnify indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold the resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) The Primary Servicer and any director, officer, employee or agent thereof shall be indemnified by the Trust and held 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, liabilityliabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, the Primary Servicing Agreement (including reasonable attorneys' fees) that but only if, and to the Trustee may sustain as a result of such liability or obligations of extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement or the Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. The Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Primary 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. The indemnification provided herein shall survive the termination of this Agreement and the Primary Servicing Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account any payments certified by the Primary Servicer to the Trustee and the Paying Agent as required to be made to the Primary Servicer pursuant to this Section 8.25. (d) Any Non-Serviced Mortgage Loan Master Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Master Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the Trustee's assumption any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (not including the Trustee's performance, except but excluding any such losses allocable to the extent that costs related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or liability the incurring of the Trustee are created or increased as a result expenses other than any losses incurred by reason of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the any Non-Serviced Mortgage Loan Master Servicer's obligationswillful misfeasance, bad faith or negligence in the performance of its duties or responsibilities under such agreement. the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. (e) The Trust will Primary Servicer agrees to indemnify the Master Servicer Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any director, officer, employee, agent or Controlling Person thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of any of the Primary Servicer's duties under this Agreement, the Primary Servicing Agreement or by reason of negligent disregard of the Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Primary Servicer may incur is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or sustain in connection withthe Depositor, arising out of or related as applicable, shall immediately notify the Primary Servicer if a claim is made by any Person with respect to this Agreement, the Primary Servicing AgreementsAgreement or the Mortgage Loans entitling the Trustee, the Sale AgreementsFiscal Agent, the Step 2 Assignment Agreements Depositor, the Special Servicer, the Paying Agent or the CertificatesTrust to indemnification under this Section 8.25(d), except whereupon the Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the extent that Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 lossclaim. Any failure to so notify the Primary Servicer shall not affect any rights the Trustee, liability the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or expense the Trust may have to indemnification under this Agreement, the Primary Servicing Agreement or otherwise, unless the Primary Servicer's defense of such claim is related to (i) a material breach materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the Primary Servicing Agreement and the resignation or termination of the Master Servicer's representations , the Fiscal Agent, the Special Servicer, the Paying Agent and warranties in this Agreement the Trustee. Any expenses incurred or (ii) indemnification payments made by the Master Servicer's Primary Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Primary Servicer was not culpable or that the Primary Servicer did not act with willful malfeasancemisfeasance, 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 deposit in the Distribution Accountnegligence.

Indemnification; Third Party Claims. (a) The Master ----------------------------------- Servicer agrees to indemnify the DepositorCompany, the Securities AdministratorCertificate Insurer, the Servicers, Surety and the Trustee and Custodianshold the Company, the Certificate Insurer, the Surety and hold them the Trustee 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 DepositorCompany, the Securities AdministratorCertificate Insurer, the Servicers, Surety or the Trustee or the Custodians may sustain as a result of the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement; provided that no such indemnification shall be re- quired of a successor Master Servicer with respect to acts of a prior 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, Master Servicer shall immediately notify the Master Servicer Company, the Certificate Insurer, the Surety and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle Loans, assume (unless otherwise directed by the DepositorCompany, the ServicersCertificate Insurer, the Trustee or Surety and the Custodians to indemnification under this Section 9.12, whereupon the Master Servicer shall assume Trustee) 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 it, the Company or them the Trustee in respect of such claim. The Master Servicer agrees to In addition, MLCC shall indemnify the Company, the Certificate Insurer, the Surety and the Certificateholders and hold each of them harmless against MLCC's failure to pay a Correspondent Trailing Premium in accordance with the definition "Correspondent Trailing Premium". (b) Should any claim or action by a third party arise after the Closing Date for which the Company, the Certificate Insurer, the Surety or the Trustee from and against any and all claimsintends to seek indemnification under the terms of Section 8.01(a), 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 Company shall notify the Master Servicer in writing within ten (10) Business Days, and in connection with the Trustee's assumption (not including , the Trustee's performance, except to Certificate Insurer or the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of Surety shall notify the Master Servicer prior in writing promptly, after each such party receives notice of such claim or action, or notice of a threat that is reasonably likely to its replacement as Master Servicer) of the Master Servicer's obligations, duties result in such claim or responsibilities under such agreementaction. The Trust will indemnify party seeking indemnification shall give the Master Servicer a reasonable opportunity to participate in any proceedings to settle or defend any such claim or action. If the Master Servicer wishes to assume the defense of such claim or action, it shall give written notice to the party seeking indemnification 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 the Master Servicer shall thereafter assume the defense at its own expense. In the event that the Master Servicer assumes the defense of a claim or action, the party seeking indemnification will assert or empower the Master Servicer to assert on behalf of the party seeking indemnification any rights to indemnification that the party seeking indemnification may incur or sustain have in connection with, arising out of with such claim or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, 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)action. The Master Servicer shall be entitled have the right to reimbursement for settle any such indemnified amount from funds on deposit in action provided that the Distribution AccountMaster Servicer obtains the consent of the party seeking indemnification, which consent shall not be unreasonably withheld. The Company, the Certificate Insurer, the Surety and the Trustee agree to respond to the Master Servicer's request for consent as promptly as possible and agree that a failure by the Company, the Certificate Insurer, the Surety or the Trustee to respond within thirty (30) Business Days shall be taken as consent.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the 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 was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Trustee Fiscal Agent, the Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, Paying Agent or the Servicers, the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) 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. Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer agrees to indemnify and hold harmless Special Servicer--Special Servicer" of the Trustee from Preliminary Prospectus Supplement and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, Final Prospectus Supplement. (d) The 2000-WF2 Special Servicer and any other costsdirector, liabilityofficer, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability employee or obligations agent of the Master 2000-WF2 Special Servicer shall be indemnified by the Trust 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 held 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 that the Master Servicer may incur or sustain (collectively, "Losses") incurred in connection with, arising out of or related with any legal action relating to the 2000-WF2 Pooling and Servicing Agreement and this Agreement, and relating to the Servicing AgreementsPari Passu Loan (but excluding any such Losses allocable to the 2000-WF2 Trust Fund Mortgage Loan), reasonably requiring the Sale Agreements, the Step 2 Assignment Agreements use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach Losses incurred by reason of the Master Servicer's representations and warranties in this Agreement or (ii) the Master 2000-WF2 Special Servicer's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the 2000-WF2 Pooling 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 deposit in the Distribution AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, 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 other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of 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 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 otherwise, unless the Trust is prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement. The Trustee or the Master Servicer shall promptly make from the Certificate Account any payments certified by the Master Servicer to the Trustee as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the DepositorTrustee, the Securities AdministratorSpecial Servicer, the ServicersTrust, the Trustee Depositor and Custodiansany director, officer, employee, agent or Controlling Persons thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the DepositorTrustee, the Securities AdministratorSpecial Servicer, the Servicers, Depositor and the Trustee or the Custodians Trust may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The DepositorTrustee, the Securities Administrator, Special Servicer or the Servicers, the Trustee and the CustodiansDepositor, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Depositor, the Servicers, the Trustee Special Servicer or the Custodians Trust to indemnification under this Section 9.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Special Servicer or the Depositor, as applicable) 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. Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Special Servicer, the Depositor or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Special Servicer and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) The Master Servicer agrees to shall indemnify and hold harmless the Trust and the Trustee and each of their respective directors, each of its officers, employees, agents and any Controlling Persons of the Trustee from and against any and all claimsloss, lossesclaim, penaltiesdamage or liability, finesjoint or several, forfeituresor any action in respect thereof, legal fees and related coststo which the Trust or the Trustee, judgmentsor any such director, officer, employees, agents or such Controlling Persons may become subject, under the 1933 Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement of a material fact contained in the Prospectus Supplement or Prospectus or in the Private Placement Memorandum, or arises out of, or is based upon the omission to state therein a material fact necessary to make the statements therein not misleading, and shall reimburse the Trust or Trustee or any such director, officer, employee, agent or Controlling Persons for any legal and other costsexpenses reasonably incurred by the Trust, liabilitythe Trustee or any such director, fees officer, employee, agent or Controlling Persons in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information concerning the Master Servicer furnished to the Depositor by or on behalf of the Master Servicer specifically for inclusion therein. The Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Section 8.25(c) entitling the Trust or the Trustee or any of its directors, officers, employees, agents or Controlling Persons, as the case may be, to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory the Trustee) and pay all expenses (in connection therewith, including reasonable attorneys' counsel fees) that , and 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 Master Servicer shall not affect any rights the Trust and the Trustee may sustain as a result have to indemnification under this Section 8.25(c), unless the Master Servicer's defense of such liability claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or obligations termination of the Master Servicer and in connection with the Trustee's assumption . (not including d) The parties expressly agree that the Trustee's performance, except to only written information concerning the extent that costs Master Servicer furnished by or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions on behalf of the Master Servicer prior to its replacement as Master Servicer) of for inclusion in the Master Servicer's obligationsProspectus Supplement, duties or responsibilities the Private Placement Memorandum and the Prospectus is the information set forth under such agreement. the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS--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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach Special Servicer" of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution AccountProspectus Supplement.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, Companion Loans and B 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 (collectively, "Master Servicer Losses") incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any Companion Loans, any B Notes, any REO 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 other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC formed hereunder 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 Companion Loan or B Note. In the case of any such Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC formed hereunder 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: (1) if such Master Servicer Losses relate to any Loan Pair, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, the related Pari Passu Loan and the related Companion Loans, in the relative proportions provided for in the applicable Intercreditor Agreement and (y) if the collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Master Servicer 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; and (2) if such Master Servicer Losses relate to any A/B Mortgage Loan, then such indemnification shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, (y) if the collections and proceeds described in subclause (x) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the related Pari Passu Loan and the related Companion Loans, in the relative proportions provided for in the applicable Intercreditor Agreement and (z) if the aggregate collections and proceeds described in subclauses (x) and (y) of this clause (2) are not sufficient to so indemnify the Master Servicer 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. 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 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. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, any Companion Loan or any B Note, as described above, out of the related Companion Loan Custodial Account or the related A/B Loan Custodial Account) any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Securities AdministratorPaying Agent, the Servicersand any director, the Trustee and Custodiansofficer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Securities Administrator, Paying Agent and the Servicers, the Trustee or the Custodians Trust may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The DepositorTrustee, the Securities AdministratorFiscal Agent, the ServicersSpecial Servicer, the Trustee and Paying Agent or the CustodiansDepositor, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the ServicersSpecial Servicer, the Trustee Paying Agent or the Custodians Trust to indemnification under this Section 9.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 Any failure to so notify the Master Servicer agrees shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnify indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold the resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) Each Primary Servicer and any director, officer, employee or agent thereof shall be indemnified by the Trust and held 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, liabilityliabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, its related Primary Servicing Agreement (including reasonable attorneys' fees) that but only if, and to the Trustee may sustain as a result of such liability or obligations of extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement or its related Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of a Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. The applicable Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the applicable Primary Servicer) and out of the Trust pay all expenses in connection with the Trustee's assumption (not therewith, including the Trustee's performancecounsel fees, except to the extent that costs or liability and out of the Trustee are created Trust promptly pay, discharge and satisfy any judgment or increased as a result decree which may be entered against it or them in respect of negligent such claim. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement. The Trustee, the Paying Agent or wrongful acts or omissions of the Master Servicer prior shall promptly make from the Certificate Account any payments certified by a Primary Servicer to its replacement the Trustee and the Paying Agent as Master Servicerrequired to be made to such Primary Servicer pursuant to this Section 8.25. (d) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will Each Primary Servicer agrees to indemnify the Master Servicer Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any director, officer, employee, agent or Controlling Person thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of any of the applicable Primary Servicer's duties under this Agreement, its related Primary Servicing Agreement or by reason of negligent disregard of the applicable Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the applicable Primary Servicer may incur is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or sustain in connection withthe Depositor, arising out of or related as applicable, shall immediately notify the applicable Primary Servicer if a claim is made by any Person with respect to this Agreement, the related Primary Servicing AgreementsAgreement or the Mortgage Loans entitling the Trustee, the Sale AgreementsFiscal Agent, the Step 2 Assignment Agreements Depositor, the Special Servicer, the Paying Agent or the CertificatesTrust to indemnification under this Section 8.25(d), except whereupon the applicable -202- Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the extent that Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 lossclaim. Any failure to so notify the applicable Primary Servicer shall not affect any rights the Trustee, liability the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or expense the Trust may have to indemnification under this Agreement, the related Primary Servicing Agreement or otherwise, unless the Primary Servicer's defense of such claim is related to (i) a material breach materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the Primary Servicing Agreement and the resignation or termination of the Master Servicer's representations , the Fiscal Agent, the Special Servicer, the Paying Agent and warranties in this Agreement the Trustee. Any expenses incurred or (ii) indemnification payments made by a Primary Servicer shall be reimbursed by the Master Servicer's party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of such Primary Servicer was not culpable or that such Primary Servicer did not act with willful malfeasancemisfeasance, 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 deposit in the Distribution Accountnegligence.

Indemnification; Third Party Claims. (a) The Master Servicer, the Special Servicer and each of their respective directors, officers, employees and agents shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action brought against the Master Servicer, the Special Servicer or any such other Person relating to this Agreement, the Certificates or any asset of the Trust Fund, other than any loss, liability or expense: (i) specifically required to be borne by such Person pursuant to the terms hereof; (ii) which constitutes a Servicing Advance (and is otherwise specifically reimbursable hereunder); or (iii) which was incurred in connection with claims against such party resulting from (A) any breach of a representation, warranty or covenant made herein by such party, (B) willful misfeasance, bad faith or negligence in the performance of 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. Each of the Master Servicer and the Special Servicer shall promptly notify the 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 may be, 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 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 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 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 Master Servicer or the Special Servicer. (b) The Master Servicer agrees to indemnify the Trust, the Trustee, the Fiscal Agent, the Special Servicer (if different than the Master Servicer), the Depositor, the Securities Administratorand any director, the Servicersofficer, the Trustee and Custodiansemployee or agent thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Depositor, the Securities Administrator, the Servicers, the Trustee or the Custodians any of them may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor master servicer. The Each of the Trustee, the Depositor, the Securities AdministratorSpecial Servicer (if different than the Master Servicer), the Servicers, the Trustee and the Custodians, as applicable, Fiscal Agent shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement Agreement, the Certificates or any asset of the Mortgage Loans which would entitle Trust Fund entitling the Trust, the Trustee, the Depositor, the Servicers, the Trustee Special Servicer or the Custodians Fiscal Agent, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Depositor, the Special Servicer, or the Fiscal Agent, as applicable) 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. Any failure to so notify the Master Servicer shall not affect any rights the Trust, the Trustee, the Depositor, the Special Servicer, or the Fiscal Agent may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby and the Master Servicer delivers a certification explaining the prejudice. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent. (c) The Special Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claimsTrust, lossesthe Trustee, penaltiesthe Fiscal Agent, finesthe Master Servicer (if different than the Special Servicer), forfeitures, legal fees and related costs, judgmentsthe Depositor, and any other costsdirector, liabilityofficer, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability employee or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performanceagent thereof, 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 them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer's duties hereunder or by reason of reckless disregard of the Special Servicer's obligations and duties hereunder by the Special Servicer. Each of the Trustee, the Fiscal Agent, the Master Servicer may incur or sustain in connection with, arising out of or related (if different than the Special Servicer) and the Depositor shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement, the Servicing AgreementsCertificates or any asset of the Trust Fund entitling the Trust or the Trustee, the Sale AgreementsFiscal Agent, the Step 2 Assignment Agreements Master Servicer or the CertificatesDepositor, except as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the extent that Trustee, the Fiscal Agent, the Master Servicer or the Depositor, as applicable) 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 lossclaim. Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, liability the Fiscal Agent, the Master Servicer or expense the Depositor may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is related to (i) a material breach materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Special Servicer, the Master Servicer's representations , the Trustee and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, 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)Fiscal Agent. The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.-148-

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, the Servicers, the Trustee and the Custodians, 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, the Servicers, the Trustee or the Custodians may sustain as a result of the Master Servicer's ’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, 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 ’s assumption (not including the Trustee's ’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 ’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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's ’s representations and warranties in this Agreement or (ii) the Master Servicer's ’s willful malfeasance, 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 deposit in the Distribution Account.

Indemnification; Third Party Claims. (a) The Master Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorney's 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall promptly notify the Trustee and the Paying Agent if a claim is made by a third party with respect hereto or the Specially Serviced Mortgage Loans entitling the Special Servicer to indemnification hereunder, whereupon the Trustee shall assume the 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. Any failure to so notify the Trustee or the Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Trust is materially prejudiced thereby. 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 party responsible if a court of competent jurisdiction makes a final, non-appealable judgment that such Person was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Paying Agent, the Depositor, the Securities AdministratorServicer and any director, officer, employee or agent or Controlling Person of the Trustee, the ServicersFiscal Agent, the Trustee Paying Agent, the Depositor and Custodiansthe Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the DepositorTrust or the Trustee, the Securities AdministratorFiscal Agent, the ServicersPaying Agent, the Trustee Depositor or the Custodians Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The DepositorTrustee, the Securities AdministratorFiscal Agent, the ServicersPaying Agent, the Trustee and Depositor or the Custodians, as applicable, Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the DepositorTrust or the Trustee, the ServicersFiscal Agent, the Trustee Paying Agent, the Depositor or the Custodians Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Servicer, as the case may be) 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 Any failure to so notify the Special Servicer agrees to indemnify and hold harmless shall not affect any rights 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 Trust or obligations of the Master Servicer and in connection with the Trustee's assumption (not including , the Trustee's performanceFiscal Agent, except to the extent that costs Paying Agent, the Depositor 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 that the Master Servicer may incur or sustain in connection with, arising out of or related have to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in indemnification under this Agreement or (ii) otherwise, unless the Master Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that such person was found to have acted with willful malfeasancemisfeasance, bad faith or negligence negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or by reason on behalf 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 Special Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit inclusion in the Distribution AccountProspectus Supplement is the information set forth in the paragraphs under the caption "Servicing of the Mortgage Loans--The Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Master Servicer Subservicer agrees to indemnify the Depositor, the Securities AdministratorTrust, the ServicersIndenture Trustee, the Trustee Owner Trustee, the Servicing Rights Owner, the Securities Administrator and Custodians, the Master Servicer 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 AdministratorTrust, the ServicersIndenture Trustee, the Trustee Owner Trustee, the Servicing Rights Owner or the Custodians Master Servicer may sustain as a result of the Master Servicer's willful malfeasance, bad faith or negligence in failure of the performance of Subservicer to perform its duties hereunder or by reason of its reckless disregard for and its obligations under this Agreement and its duties under and obligations to service the Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Securities AdministratorTrust, the ServicersIndenture Trustee, the Trustee and Owner Trustee, the Custodians, as applicable, Servicing Rights Owner or the Master Servicer shall immediately notify the Master Servicer Subservicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle entitling the Depositor, the ServicersTrust, the Trustee Indenture Trustee, the Owner Trustee, the Servicing Rights Owner or the Custodians Master Servicer to indemnification under this Section 9.126.15, whereupon the Master Servicer Subservicer 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. . (b) The Depositor, the Subservicer, the Master Servicer agrees to indemnify and hold harmless Servicer, the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, Securities Administrator and any other costsdirector, liabilityofficer, fees and expenses (including reasonable attorneys' fees) that employee or agent of the Trustee may sustain as a result of such liability or obligations of Depositor, the Master Servicer and in connection with the Trustee's assumption (not including Subservicer shall be indemnified by 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 Fund and hold it held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related incurred in connection with any audit, controversy or judicial proceeding relating (to (i) a material breach of the Master Servicer's representations and warranties in governmental taxing authority or any legal action relating to this Agreement or (ii) the Master Servicer's Notes or any other unanticipated or extraordinary expense, other than any loss, liability or expense incurred by reason of willful malfeasancemisfeasance, bad faith or negligence (or gross negligence in the case of the Depositor) in the performance of duties hereunder or by reason of its reckless disregard of its obligations and duties and obligations hereunder. None of the Depositor, the Master Servicer or the Subservicer shall be under any such agreementobligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that each of the Depositor, the Master Servicer and the Subservicer may in its sole discretion undertake any such lossthat it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Indenture Trustee and the Noteholders hereunder. In such event, the legal expenses and costs of such action and any liability or expense constitutes an "unanticipated expense incurred by resulting therefrom shall be expenses, costs and liabilities of the REMIC" within Trust Fund, and the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Depositor, the Master Servicer and the Subservicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in be reimbursed therefor out of the Distribution Collection Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, Administrator and the Servicers, the Trustee and CustodiansTrustee, 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, the Servicers, Administrator or the Trustee or the Custodians may sustain as a result of the Master Servicer's willful malfeasancemisfeasance, 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 Acknowledgements and the related Purchase and Servicing Agreements. The Depositor, the Securities Administrator, the Servicers, Administrator and 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 Master Serviced Mortgage Loans which would entitle entitling the Depositor, the Servicers, Securities Administrator or the Trustee or the Custodians to indemnification under this Section 9.129.09(a), 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 . (b) WMMSC shall indemnify the Trustee and the Securities Administrator and hold each of them harmless the Trustee from and against for any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costsloss, liability, fees and expenses damage, claim or expense (including reasonable attorneys' feesother than any special, indirect, punitive or consequential loss, liability, damage, claim or expense) 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 and the Securities Administrator arising from any failure of WMMSC to provide, or increased as a result of negligent to cause to be provided, the loan level information or wrongful acts data regarding the WMMSC Mortgage Loans reasonably requested by the Trustee 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, judgmentsSecurities Administrator, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related required to be provided by WMMSC pursuant to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) on a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, 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)timely basis. The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.110

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and to hold each of the Trust, the Owner Trustee, the Depositor, the Securities AdministratorIndenture Trustee, the ServicersCollateral Agent, the Trustee Note Insurer and Custodians, and hold them each Noteholder 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 Trust, the Owner Trustee, the Depositor, the Securities AdministratorIndenture Trustee, the ServicersCollateral Agent, the Trustee or the Custodians Note Insurer and any Noteholder may sustain as a result in any way related to the failure of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator, the Servicers, the Trustee Agreement and the Custodians, as applicable, other Basic Document. Each indemnified party and the Servicer shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or and the Mortgage Loans which would entitle other Basic Documents, and 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 reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Trust, the Owner Trustee, the Depositor, the Servicer, the Indenture Trustee, the Collateral Agent, the Note Insurer and/or a Noteholder in respect of such claim. The Master Indenture Trustee shall reimburse the Servicer agrees in accordance with Section 5.08 hereof, out of collections on the Mortgage Loans for the Due Period, for all amounts advanced by it pursuant 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) preceding sentence except to the extent that the Trustee may sustain as a result claim relates directly to the failure of the Servicer to service and administer the Mortgages in compliance with the terms of this Agreement; provided, that the Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such liability or reimbursement. The obligations of the Master Servicer and in connection with under this Section 5.19 arising prior to any resignation or termination of the Trustee's assumption Servicer hereunder shall survive the resignation or termination of the Servicer (not including b) The Indenture Trustee may, if necessary, reimburse the Trustee's performanceServicer from amounts otherwise distributable on the related Trust Certificates for all amounts advanced by it pursuant to Section 4.04(a)(ii) of the Loan Sale Agreement, except to the extent that costs or liability the claim relates directly to the failure of the Trustee are created Servicer, if it is the Depositor, or increased as a result of negligent or wrongful acts or omissions is an Affiliate of the Master Servicer prior Depositor, to perform its replacement as Master Servicerobligations to service and administer the Mortgages in compliance with the terms of the Loan Sale Agreement and this Agreement, or the failure of the Depositor to perform its duties in compliance with the terms of this Agreement. (c) The Indenture Trustee shall reimburse the Depositor from amounts otherwise distributable on the related Trust Certificates for all amounts advanced by the Depositor pursuant to the second sentence of Section 4.04(a)(ii) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify Loan Sale Agreement except when 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except relevant claim relates directly to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of Depositor to perform its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an "unanticipated expense incurred by in compliance with the REMIC" within terms of 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 deposit in the Distribution AccountLoan Sale Agreement.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the 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 was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Trustee Fiscal Agent, the Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, Paying Agent or the Servicers, the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) 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 Any failure to so notify the Special Servicer agrees to indemnify and hold harmless shall not affect any rights 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 Trust or obligations of the Master Servicer and in connection with the Trustee's assumption (not including , the Trustee's performanceFiscal Agent, except to the extent that costs Depositor, the Paying Agent 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 that the Master Servicer may incur or sustain in connection with, arising out of or related have to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in indemnification under this Agreement or (ii) otherwise, unless the Master Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful malfeasancemisfeasance, bad faith or negligence negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or by reason on behalf of its reckless disregard of its duties the Special Servicer for inclusion in the Preliminary Prospectus Supplement and obligations the Final Prospectus Supplement is the information set forth in the paragraph under any such agreement; provided, that any such loss, liability or expense constitutes an the caption "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). SERVICING OF THE MORTGAGE LOANS--The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in and Special Servicer--Special Servicer" of the Distribution AccountPreliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Master ----------------------------------- Servicer agrees to indemnify the DepositorCompany, the Securities AdministratorCertificate Insurer, the Servicers, Surety and the Trustee and Custodianshold the Company, the Certificate Insurer, the Surety and hold them the Trustee 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 DepositorCompany, the Securities AdministratorCertificate Insurer, the Servicers, Surety or the Trustee or the Custodians may sustain as a result of the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement; provided that no such indemnification shall be re- quired of a successor Master Servicer with respect to acts of a prior 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, Master Servicer shall immediately notify the Master Servicer Company, the Certificate Insurer, the Surety and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle Loans, assume (unless otherwise directed by the DepositorCompany, the ServicersCertificate Insurer, the Trustee or Surety and the Custodians to indemnification under this Section 9.12, whereupon the Master Servicer shall assume Trustee) 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 it, the Company or them the Trustee in respect of such claim. The Master Servicer agrees to indemnify and hold harmless . (b) Should any claim or action by a third party arise after the Closing Date for which the Company, the Certificate Insurer, the Surety or the Trustee from and against any and all claimsintends to seek indemnification under the terms of Section 8.01(a), 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 Company shall notify the Master Servicer in writing within ten (10) Business Days, and in connection with the Trustee's assumption (not including , the Trustee's performance, except to Certificate Insurer or the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of Surety shall notify the Master Servicer prior in writing promptly, after each such party receives notice of such claim or action, or notice of a threat that is reasonably likely to its replacement as Master Servicer) of the Master Servicer's obligations, duties result in such claim or responsibilities under such agreementaction. The Trust will indemnify party seeking indemnification shall give the Master Servicer a reasonable opportunity to participate in any proceedings to settle or defend any such claim or action. If the Master Servicer wishes to assume the defense of such claim or action, it shall give written notice to the party seeking indemnification 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 the Master Servicer shall thereafter assume the defense at its own expense. In the event that the Master Servicer assumes the defense of a claim or action, the party seeking indemnification will assert or empower the Master Servicer to assert on behalf of the party seeking indemnification any rights to indemnification that the party seeking indemnification may incur or sustain have in connection with, arising out of with such claim or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, 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)action. The Master Servicer shall be entitled have the right to reimbursement for settle any such indemnified amount from funds on deposit in action provided that the Distribution AccountMaster Servicer obtains the consent of the party seeking indemnification, which consent shall not be unreasonably withheld. The Company, the Certificate Insurer, the Surety and the Trustee agree to respond to the Master Servicer's request for consent as promptly as possible and agree that a failure by the Company, the Certificate Insurer, the Surety or the Trustee to respond within thirty (30) Business Days shall be taken as consent.

Indemnification; Third Party Claims. The Group I Master Servicer agrees to indemnify the Group I Servicers, Depositor, the Securities Administrator, the ServicersGroup I Custodian, the Trustee and Custodiansthe Trust, 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 Group I Servicers, Depositor, the Securities Administrator, the ServicersGroup I Custodian, the Trustee or the Custodians may sustain Trust actually sustains as a result of the Group I Master Servicer's ’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 AdministratorGroup I Custodian, the Servicers, each Group I Servicer and the Trustee and the Custodians, as applicable, shall immediately promptly notify the Group I Master Servicer if a claim is made by a third party with respect to this Agreement or the Group I Mortgage Loans which would entitle the Depositor, the ServicersGroup I Custodian, each Group I Servicer, the Trustee or the Custodians Trust to indemnification under this Section 9.12, whereupon the Group I 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; provided, however, that failure to so notify shall not relieve the Group I Master Servicer of its responsibility to indemnify hereunder except to the extent that it has been materially prejudiced by such failure. The Group I 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 actually sustains as a result of such liability or obligations of the Group I Master Servicer and in connection with the Trustee's ’s assumption (not including the Trustee's ’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 Group I Master Servicer prior to its replacement as Group I Master Servicer) of the Group I Master Servicer's ’s obligations, duties or responsibilities under such agreementthis Agreement. The related portion of the Trust will indemnify the Group I 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 that the Group I Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements Agreement or the Group I Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Group I Master Servicer's ’s representations and warranties in this Agreement or Agreement, (ii) resulting from any breach of the applicable Group I Servicer’s obligations in connection with this Agreement for which such Group I Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05 or (iii) the Group I Master Servicer's ’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementthis Agreement; provided, 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 Group I Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of each the Master Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to this Agreement, any Mortgage Loans, 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 other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of 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 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 Servicer in such capacity. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the applicable Certificate Account any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Special Servicer, the Trust, the Depositor, the Securities AdministratorPaying Agent, the Servicersand any partner, the Trustee and Custodiansrepresentative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Special Servicer, the Depositor, the Securities Administrator, Paying Agent and the Servicers, the Trustee or the Custodians Trust may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The DepositorTrustee, the Securities AdministratorSpecial Servicer, the Servicers, Paying Agent or the Trustee and the CustodiansDepositor, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Depositor, the ServicersSpecial Servicer, the Trustee Paying Agent or the Custodians Trust to indemnification under this Section 9.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 Any failure to so notify the Master Servicer agrees shall not affect any rights the Trustee, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnify indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold the resignation or termination of the Master Servicer, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable of willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or of negligent disregard of its respective duties hereunder or the indemnified party is found to have acted with willful misfeasance, bad faith or negligence. (c) The Primary Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent thereof shall be indemnified by the Trust and held 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, liabilityliabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, its Primary Servicing Agreement (including reasonable attorneys' fees) that but only if, and to the Trustee may sustain as a result of such liability or obligations of extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the related Mortgage Loans, any [specify primary serviced loans] (solely with respect to the Primary Servicer), any REO Property or the Certificates or any exercise of any right under this Agreement or its related Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of such Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. Such Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Primary Servicer) and out of the Trust pay all expenses in connection with the Trustee's assumption (not therewith, including the Trustee's performancecounsel fees, except to the extent that costs or liability and out of the Trustee are created Trust promptly pay, discharge and satisfy any judgment or increased as a result decree which may be entered against it or them in respect of negligent such claim. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement. The Trustee, the Paying Agent or wrongful acts or omissions of the Master Servicer prior shall promptly make from the applicable Certificate Account any payments certified by such Primary Servicer with respect to its replacement the Mortgage Loans to the Trustee and the Paying Agent as Master Servicerrequired to be made to such Primary Servicer pursuant to this Section 8.25. (d) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will Primary Servicer agrees to indemnify the Master Servicer Trustee, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Trustee, the Special Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of such Primary Servicer's duties under this Agreement, its related Primary Servicing Agreement or by reason of negligent disregard of such Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation such Primary Servicer may incur is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Special Servicer, the Paying Agent or sustain in connection withthe Depositor, arising out of or related as applicable, shall immediately notify such Primary Servicer if a claim is made by any Person with respect to this Agreement, the related Primary Servicing AgreementsAgreement or the related Mortgage Loans (solely with respect to the Primary Servicer) entitling the Trustee, the Sale AgreementsDepositor, the Step 2 Assignment Agreements Special Servicer, the Paying Agent or the CertificatesTrust to indemnification under this Section 8.25(d), except whereupon such Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the extent that Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 lossclaim. Any failure to so notify such Primary Servicer shall not affect any rights the Trustee, liability the Special Servicer, the Depositor, the Paying Agent or expense the Trust may have to indemnification under this Agreement, the related Primary Servicing Agreement or otherwise, unless such Primary Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the related to (i) a material breach Primary Servicing Agreement and the resignation or termination of the Master Servicer's representations , the Special Servicer, the Paying Agent and warranties in this Agreement the Trustee. Any expenses incurred or (ii) indemnification payments made by such Primary Servicer shall be reimbursed by the Master Servicer's party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of such Primary Servicer was not culpable or that such Primary Servicer did not act with willful malfeasancemisfeasance, 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). negligence. (e) The Master Servicer shall be entitled not have any liability to reimbursement the Depositor, the Trustee, the Paying Agent, the Special Servicer, any Certificateholder, any Certificate Owner, any Primary Servicer, the Placement Agent, any Underwriter, any Rating Agency or any other Person to whom it delivers information pursuant to the provisions of this Agreement for federal, state or other applicable securities law violations relating to the disclosure of such information. In the event any Person brings any claims relating to or arising from the foregoing against the Master Servicer (or any partners, representatives, Affiliates, members, managers, directors, officers, employees, agents thereof), the Trust (from amounts held in any account) shall hold harmless and indemnify the Master Servicer from any loss or expense (including attorney fees) relating to or arising from such indemnified amount from funds on deposit in the Distribution Accountclaims.

Indemnification; Third Party Claims. (a) The Master Special Servicer and any director, officer, employee or agent of the Special Servicer (the "Special Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes 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 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 other than any loss, liability or expense incurred by reason of the Special Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. 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 or any REMIC formed hereunder or the International Plaza Pari Passu Loan REMIC 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, 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 (and not out of proceeds of any related B Note). (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities AdministratorMaster Servicer and any director, officer, employee or agent or Controlling Person of the Trustee, the ServicersFiscal Agent, the Trustee Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the DepositorTrust or the Trustee, the Securities AdministratorFiscal Agent, the Servicers, the Trustee Depositor or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The DepositorTrustee, the Securities AdministratorFiscal Agent, the Servicers, Depositor or the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the DepositorTrust or the Trustee, the ServicersFiscal Agent, the Trustee Depositor or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor or the Master Servicer, as the case may be) 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. Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Fiscal Agent, the Depositor or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer agrees to indemnify and hold Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Any Non-Serviced Mortgage Loan Special Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trustee from and against Trust's pro rata share of 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, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the Servicing Agreementsrelated Non-Serviced Companion Mortgage Loans), reasonably requiring the Sale Agreements, the Step 2 Assignment Agreements use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master Servicer's representations and warranties in this Agreement or (ii) the Master any Non-Serviced Mortgage Loan Special Servicer's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling 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 deposit in the Distribution AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, 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 other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of 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 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 otherwise, unless the Trust is prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement. The Trustee or the Master Servicer shall promptly make from the Certificate Account any payments certified by the Master Servicer to the Trustee as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Securities Administratorand any director, the Servicersofficer, the Trustee and Custodiansemployee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, and the Securities Administrator, the Servicers, the Trustee or the Custodians Trust may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Special Servicer, the Depositor, or the Securities Administrator, the Servicers, the Trustee and the CustodiansFiscal Agent, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Depositor, the ServicersSpecial Servicer, the Trustee Trust or the Custodians Fiscal Agent to indemnification under this Section 9.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Special Servicer, the Depositor, or the Fiscal Agent, as applicable) 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. Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) The Master Servicer agrees to shall indemnify and hold harmless the Trust, the Trustee, the Fiscal Agent each of their respective directors, each of their respective officers, employees, agents and any Controlling Person of the Fiscal Agent or the Trustee from and against any and all claimsloss, lossesclaim, penaltiesdamage or liability, finesjoint or several, forfeituresor any action in respect thereof, legal fees and related coststo which the Trust, judgmentsthe Trustee, the Fiscal Agent, or any such director, officer, employees, agents or such Controlling Person may become subject, under the 1933 Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement of a material fact contained in the Prospectus Supplement or in the Private Placement Memorandum, or arises out of, or is based upon the omission to state therein a material fact necessary to make the statements therein not misleading, and shall reimburse the Trust, the Fiscal Agent or Trustee 140 or any such director, officer, employee, agent or Controlling Person for any legal and other costsexpenses reasonably incurred by the Trust, liabilitythe Trustee, fees and expenses (including reasonable attorneys' fees) the Fiscal Agent or any such director, officer, employee, agent or Controlling Person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action, but in each case only to the extent that the Trustee may sustain as a result of such liability untrue statement or obligations omission was made in reliance upon and in conformity with written information concerning the Master Servicer furnished to the Depositor by or on behalf of the Master Servicer specifically for inclusion therein. The Fiscal Agent or the Trustee, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Section 8.25(c) entitling the Trust, the Fiscal Agent or the Trustee, or any of their respective directors, officers, employees, agents or Controlling Persons, as the case may be, to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Fiscal Agent or the Trustee, as the case may be) and pay all expenses in connection with 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. Any failure to so notify the Master Servicer shall not affect any rights the Trust, the Fiscal Agent and the Trustee may have to indemnification under this Section 8.25(c), unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Fiscal Agent and the Trustee's assumption . (not including d) The parties expressly agree that the Trustee's performance, except to only written information concerning the extent that costs Master Servicer furnished by or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions on behalf of the Master Servicer prior to its replacement as for inclusion in the Prospectus Supplement is the information set forth under the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS -- The Master Servicer) " on page S-76 and under the caption "DESCRIPTION OF THE MORTGAGE POOL - The Sellxxx - Xxxxx Xxxgo" on page S-71 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution AccountProspectus Supplement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, Administrator and the Servicers, the Trustee and CustodiansTrustee, 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, the Servicers, Administrator or the Trustee or the Custodians may sustain as a result of the Master Servicer's willful malfeasancemisfeasance, 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 Acknowledgements and the related Purchase and Servicing Agreements. The Depositor, the Securities Administrator, the Servicers, Administrator and 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 Master Serviced Mortgage Loans which would entitle entitling the Depositor, the Servicers, Securities Administrator or the Trustee or the Custodians to indemnification under this Section 9.129.09(a), 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 . (b) WMMSC shall indemnify the Trustee and the Securities Administrator and hold each of them harmless the Trustee from and against for any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costsloss, liability, fees and expenses damage, claim or expense (including reasonable attorneys' feesother than any special, indirect, punitive or consequential loss, liability, damage, claim or expense) 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 and the Securities Administrator arising from any failure of WMMSC to provide, or increased as a result of negligent to cause to be provided, the loan level information or wrongful acts data regarding the WMMSC Mortgage Loans reasonably requested by the Trustee 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, judgmentsSecurities Administrator, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related required to be provided by WMMSC pursuant to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) on a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, 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)timely basis. The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.130

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B 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 (collectively, "Master Servicer Losses") incurred in connection with any legal action relating to 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 other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such 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 Mortgage Loan or any B Note. In the case of any such 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: (1) if such Master Servicer Losses relate to a Loan Pair, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, in the relative proportions provided for in the applicable Intercreditor Agreement and (y) if the collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Master Servicer 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; and (2) if such Master Servicer Losses relate to any A/B Mortgage Loan, then such indemnification shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, (y) if the collections and proceeds described in subclause (x) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Serviced Pari Passu Mortgage Loan and the Serviced Companion Mortgage Loan, in the relative proportions provided for in the related Loan Pair Intercreditor Agreement and (z) if the aggregate collections and proceeds described in subclauses (x) and (y) of this clause (2) are not sufficient to so indemnify the Master Servicer 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. 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 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. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, any Serviced Companion Mortgage Loan or any B Note, as described above, out of the related Serviced Companion Mortgage Loan Custodial Account or the related A/B Loan Custodial Account) any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Special Servicer, the Trust, the Depositor, the Securities AdministratorPaying Agent, the Servicersand any director, the Trustee and Custodiansofficer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Special Servicer, the Depositor, the Securities Administrator, Paying Agent and the Servicers, the Trustee or the Custodians Trust may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The DepositorTrustee, the Securities AdministratorSpecial Servicer, the Servicers, Paying Agent or the Trustee and the CustodiansDepositor, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Depositor, the ServicersSpecial Servicer, the Trustee Paying Agent or the Custodians Trust to indemnification under this Section 9.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 Any failure to so notify the Master Servicer agrees shall not affect any rights the Trustee, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnify indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold the resignation or termination of the Master Servicer, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) The Primary Servicers and any director, officer, employee or agent thereof shall be indemnified by the Trust and held 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, liabilityliabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, the applicable Primary Servicing Agreement (including reasonable attorneys' fees) that but only if, and to the Trustee may sustain as a result of such liability or obligations of extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement or the applicable Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Primary Servicers' willful misfeasance, bad faith or negligence in the performance of duties thereunder. The applicable Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the applicable Primary 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. The indemnification provided herein shall survive the termination of this Agreement and the applicable Primary Servicing Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account any payments certified by the applicable Primary Servicer to the Trustee and the Paying Agent as required to be made to the applicable Primary Servicer pursuant to this Section 8.25. (d) Any Non-Serviced Mortgage Loan Master Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Master Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the Trustee's assumption any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (not including the Trustee's performance, except but excluding any such losses allocable to the extent that costs related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or liability the incurring of the Trustee are created or increased as a result expenses other than any losses incurred by reason of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the any Non-Serviced Mortgage Loan Master Servicer's obligationswillful misfeasance, bad faith or negligence in the performance of its duties or responsibilities under such agreement. the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. (e) The Trust will Primary Servicers agree to indemnify the Master Servicer Trustee, the Special Servicer, the Trust, the Depositor, the Paying Agent and any director, officer, employee, agent or Controlling Person thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Trustee, the Special Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of any of the applicable Primary Servicer's duties under this Agreement, the applicable Primary Servicing Agreement or by reason of negligent disregard of the applicable Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the applicable Primary Servicer may incur is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Special Servicer, the Paying Agent or sustain in connection withthe Depositor, arising out of or related as applicable, shall immediately notify the applicable Primary Servicer if a claim is made by any Person with respect to this Agreement, the applicable Primary Servicing AgreementsAgreement or the Mortgage Loans entitling the Trustee, the Sale AgreementsDepositor, the Step 2 Assignment Agreements Special Servicer, the Paying Agent or the CertificatesTrust to indemnification under this Section 8.25(d), except whereupon the applicable Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the extent that Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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 lossclaim. Any failure to so notify the applicable Primary Servicer shall not affect any rights the Trustee, liability the Special Servicer, the Depositor, the Paying Agent or expense the Trust may have to indemnification under this Agreement, the applicable Primary Servicing Agreement or otherwise, unless the applicable Primary Servicer's defense of such claim is related to (i) a material breach materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the applicable Primary Servicing Agreement and the resignation or termination of the Master Servicer's representations , the Special Servicer, the Paying Agent and warranties in this Agreement the Trustee. Any expenses incurred or (ii) indemnification payments made by the Master Servicer's applicable Primary Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the applicable Primary Servicer was not culpable or that the applicable Primary Servicer did not act with willful malfeasancemisfeasance, 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 deposit in the Distribution Accountnegligence.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold the DepositorTrustee, the Securities AdministratorCo-Trustee, the Servicers, the Trustee Certificate Insurer and Custodians, and hold them each Certificateholder 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 DepositorTrustee, the Securities AdministratorCo-Trustee, the Servicers, the Trustee or the Custodians Certificate Insurer and any Certificateholder may sustain as a result in any way related to the failure of the Master Servicer's willful malfeasance, bad faith or negligence in Servicer and the performance of Claims Administrator to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms 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, Servicer shall immediately notify the Master Servicer Trustee, the Co-Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and 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 it or them the Servicer, the Claims Administrator, the Trustee, the Certificate Insurer and/or Certificateholder in respect of such claim. The Master Trustee may reimburse the Servicer from the related Expense Account pursuant to Section 6.03(c)(i), 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 Pool for all amounts advanced by 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) The Representative 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 Co-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 Certificate Insurer and hold it each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, the Co-Trustee, the Certificate Insurer and any Certificateholder may incur or sustain in connection withany way related to the failure of the Servicer, arising out if it is an affiliate thereof, or the failure of or related the Representative to perform their respective duties in compliance with the terms of this Agreement and in the best interests of the Certificate Insurer and the Certificateholders. The Representative shall immediately notify the Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsRepresentative shall assume (with the consent of the Trustee) the defense of any such claim and 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 Sale AgreementsRepresentative, the Step 2 Assignment Agreements Trustee, the Co-Trustee, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee may reimburse the Representative from the related Expense Account pursuant to Section 6.03(c)(i), 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 Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the claim relates directly to the Representative's indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Representative to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer's representations and warranties Representative to perform its duties in compliance with the terms of this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution Accountbest interests of the Certificate Insurer and the Certificateholders.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, Depositor and the Securities Administrator, the Servicers, the Trustee and CustodiansTrustee, 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, the Servicers, Depositor or the Trustee or the Custodians may sustain as a result of the Master Servicer's ’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, the Servicers, Depositor and 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 Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Servicers, Depositor or the Trustee or the Custodians to indemnification under this Section 9.128.12, 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, the Sale Agreementsany Assignment Agreement, the Step 2 Assignment Agreements Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's ’s representations and warranties in this the Trust Agreement or (ii) the Master Servicer's ’s willful malfeasance, 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 reimburse itself for any such indemnified amount from funds on deposit in the Distribution Master Servicer Account.

Indemnification; Third Party Claims. (a) The Master Servicer and each of the Primary Servicers and any director, officer, employee or agent of the Master Servicer and each of the Primary Servicers shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, 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 other than any loss, liability or expense incurred by reason of the Master Servicer's or any Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. The Master Servicer and each Primary 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 the Mortgage Loans entitling the Master Servicer or any Primary 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 or such Primary 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 or any Primary Servicer may have to indemnification under this Agreement or otherwise, unless the Trust is prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer or any Primary Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Securities AdministratorPaying Agent, the Servicersand any director, the Trustee and Custodiansofficer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Securities AdministratorPaying Agent, and the Servicers, the Trustee or the Custodians Trust may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The DepositorTrustee, the Securities AdministratorFiscal Agent, the ServicersSpecial Servicer, the Trustee and Paying Agent or the CustodiansDepositor, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the ServicersSpecial Servicer, the Trustee Paying Agent or the Custodians Trust to indemnification under this Section 9.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) 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. Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) The Master Servicer agrees to shall indemnify and hold harmless the Trust, the Trustee, the Paying Agent and the Fiscal Agent, and each of their respective directors, each of its officers, employees, agents and any Controlling Person of the Fiscal Agent, the Paying Agent or the Trustee from and against any and all claimsloss, lossesclaim, penaltiesdamage or liability, finesjoint or several, forfeituresor any action in respect thereof, legal fees and related coststo which the Trust, judgmentsthe Trustee, the Paying Agent or Fiscal Agent, or any such director, officer, employees, agents or such Controlling Person may become subject, under the 1933 Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement of a material fact contained in the Preliminary Prospectus Supplement, Final Prospectus Supplement or Prospectus or in the Private Placement Memorandum, or arises out of, or is based upon the omission to state therein a material fact necessary to make the statements therein not misleading, and shall reimburse the Trust, Trustee, the Paying Agent or Fiscal Agent or any such director, officer, employee, agent or Controlling Person for any legal and other costsexpenses reasonably incurred by the Trust, liabilitythe Trustee, fees and expenses (including reasonable attorneys' fees) the Fiscal Agent, the Paying Agent or any such director, officer, employee, agent or Controlling Person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action, but in each case only to the extent that the Trustee may sustain as a result of such liability untrue statement or obligations omission was made in reliance upon and in conformity with written information concerning the Master Servicer furnished to the Depositor by or on behalf of the Master Servicer specifically for inclusion therein. The Trustee, the Paying Agent or the Fiscal Agent, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Section 8.25(c) entitling the Trust or the Trustee, the Paying Agent or the Fiscal Agent, as the case may be, or any of its directors, officers, employees, agents or Controlling Persons, as the case may be, to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Fiscal Agent, the Paying Agent or the Trustee, as the case may be) and pay all expenses in connection with 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. Any failure to so notify the Master Servicer shall not affect any rights the Trust, the Fiscal Agent, the Paying Agent and the Trustee may have to indemnification under this Section 8.25(c), unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Fiscal Agent, the Paying Agent and the Trustee's assumption . (not including d) The parties expressly agree that the Trustee's performance, except to only written information concerning the extent that costs Master Servicer furnished by or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions on behalf of the Master Servicer prior to its replacement as Master Servicer) of for inclusion in the Master Servicer's obligationsPreliminary Prospectus Supplement, duties or responsibilities the Final Prospectus Supplement, the Private Placement Memorandum and the Prospectus is the information set forth under such agreement. the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS -- 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 that the Special Servicer--Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach Servicer" of the Master Servicer's representations Preliminary Prospectus Supplement and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution AccountFinal Prospectus Supplement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, Administrator and the Servicers, the Trustee and CustodiansTrustee, 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, the Servicers, Administrator or the Trustee or the Custodians may sustain as a result of the Master Servicer's ’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, the Servicers, Administrator and 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 Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Servicers, Securities Administrator or 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, the Sale Agreementsany Assignment Agreement, the Step 2 Assignment Agreements Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's ’s representations and warranties in this Agreement or (ii) the Master Servicer's ’s willful malfeasance, 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 reimburse itself for any such indemnified amount from funds on deposit in the Distribution Master Servicer Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities AdministratorServicer, the ServicersTrustee, the Trustee Custodian, the Securities Administrator and Custodiansthe Trust Fund, 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 AdministratorServicer, the ServicersTrustee, the Trustee Custodian, the Securities Administrator or the Custodians Trust Fund 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, without limitation, its obligations under Sections 3.02(e), 3.22 and 3.23 notwithstanding any transfer to a successor master servicer or securities administrator, as the case may be. The Depositor, the Securities Administrator, the ServicersServicer, the Trustee Custodian and the Custodians, as applicable, 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 ServicersServicer, the Trustee Trustee, the Securities Administrator, the Custodian or the Custodians Trust Fund 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 respective 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 172 as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust Fund 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 that the Master Servicer Servicer, as applicable may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, 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 deposit in the Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and to hold each of the Trust, the Owner Trustee, the Depositor, the Securities AdministratorIndenture Trustee, the ServicersCollateral Agent, the Trustee Unaffiliated Seller, the Note Insurer, the Back-up Servicer and Custodians, and hold them each Noteholder 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 Trust, the Owner Trustee, the Depositor, the Securities AdministratorIndenture Trustee, the ServicersCollateral Agent, the Trustee or Unaffiliated Seller, the Custodians Note Insurer and any Noteholder may sustain as a result in any way related to the failure of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator, the Servicers, the Trustee Agreement and the Custodians, as applicable, other Basic Document. Each indemnified party and the Servicer shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or and the Mortgage Loans which would entitle other Basic Documents, and 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 reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Trust, the Owner Trustee, the Depositor, the Servicer, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer, the Back-up Servicer and/or a Noteholder in respect of such claim. The Master Indenture Trustee shall reimburse the Servicer agrees in accordance with Section 5.08 hereof for all amounts advanced by it pursuant 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) preceding sentence except to the extent that the Trustee may sustain as a result of such liability or obligations claim relates directly to the failure of the Master Servicer to service and administer the Mortgages in connection compliance with the Trusteeterms of this Agreement; provided, that the Servicer's assumption indemnity hereunder shall not be in any manner conditioned on the availability of funds for such reimbursement. (not including b) The Indenture Trustee may, if necessary, reimburse the TrusteeServicer from amounts otherwise distributable on the related Trust Certificates for all amounts advanced by it pursuant to Section 4.04(a)(ii) of the Unaffiliated Seller's performanceAgreement, except to the extent that costs or liability the claim relates directly to the failure of the Trustee are created Servicer, if it is the Unaffiliated Seller, or increased as a result of negligent or wrongful acts or omissions is an Affiliate of the Master Servicer prior Unaffiliated Seller, to perform its replacement as Master Servicerobligations to service and administer the Mortgages in compliance with the terms of the Unaffiliated Seller's Agreement and this Agreement, or the failure of the Unaffiliated Seller to perform its duties in compliance with the terms of this Agreement. (c) The Indenture Trustee shall reimburse the Unaffiliated Seller from amounts otherwise distributable on the related Trust Certificates for all amounts advanced by the Unaffiliated Seller pursuant to the second sentence of Section 4.04(a)(ii) of the Master ServicerUnaffiliated Seller's obligations, duties or responsibilities under such agreement. The Trust will indemnify Agreement except when 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except relevant claim relates directly to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of Unaffiliated Seller to perform its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an "unanticipated expense incurred by in compliance with the REMIC" within terms of 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 deposit in the Distribution AccountUnaffiliated Seller's Agreement.

Indemnification; Third Party Claims. The Each of the Master Servicer agrees and the Backup Servicer agree to indemnify the Depositor, each Servicer, the Trustee, the Custodian, the Securities Administrator, Administrator and the Servicers, the Trustee and CustodiansTrust Fund, 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, such Servicer, the Trustee, the Custodian, the Securities Administrator, the Servicers, the Trustee Administrator or the Custodians Trust Fund may sustain as a result of the Master Servicer's or Backup Servicer's respective 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, without limitation, its obligations under Sections 3.02(e), 3.22 and 3.23 notwithstanding any transfer to a successor master servicer or securities administrator, as the case may be. The Depositor, the Securities Administrator, the Servicersapplicable Servicer, the Trustee Custodian and the Custodians, as applicable, Trustee shall immediately notify the Master Servicer or Backup Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Servicerssuch Servicer, the Trustee Trustee, the Securities Administrator, the Custodian or the Custodians Trust Fund to indemnification under this Section 9.12, whereupon the Master Servicer or the Backup 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 Each of the Master Servicer agrees and the Backup Servicer agree 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 respective liability or obligations of the Master Servicer or Backup Servicer, as applicable, 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 or the Backup Servicer prior to its replacement as Master Servicer or Backup Servicer) of the Master Servicer's or Backup Servicer's obligations, as applicable, duties or responsibilities under such agreement. The Trust Fund will indemnify each of the Master Servicer and Backup 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 that the Master 169 Servicer or Backup Servicer, as applicable may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's and Backup Servicer's, as applicable, representations and warranties in this Agreement or (ii) the Master Servicer's and Backup Servicer's, as applicable, willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, 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 Each of the Master Servicer and Backup Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, Administrator and the Servicers, the Trustee and CustodiansTrustee, 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, the Servicers, Administrator or 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 Trust Agreement. The Each of the Depositor, the Securities Administrator, the Servicers, Administrator and the Trustee and the Custodiansshall, as applicableimmediately upon notice to it, 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 Servicers, the Trustee Securities Administrator or the Custodians Trustee, as the case may be, to indemnification under this Section 9.128.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel feesfees 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 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, the Sale Agreementsany Assignment Agreement, the Step 2 Assignment Agreements Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense (a) is related to (i) a material breach of the Master Servicer's representations and warranties in this the Trust Agreement or (ii) the Master Servicer's willful malfeasance, 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 agreement or expense constitutes (b) does not constitute an "unanticipated expense incurred by the REMICexpense" within the meaning of Treasury Regulations Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement reimburse itself for any such indemnified amount from funds on deposit in the Distribution Master Servicer Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities AdministratorIssuer, the ServicersIndenture Trustee, the Trustee Note Insurer, the Owner Trustee, the Credit Risk Manager, the Securities Administrator and Custodians, the Master Servicer 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 AdministratorIssuer, the ServicersNote Insurer, the Trustee Indenture Trustee, the Owner Trustee, the Credit Risk Manager, the Securities Administrator or the Custodians Master Servicer may sustain as a result of the Master Servicer's willful malfeasance, bad faith or negligence in failure of the performance of Servicer to perform its duties hereunder or by reason of its reckless disregard for and its obligations under this Agreement and its duties under and obligations to service the Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Securities AdministratorIssuer, the ServicersIndenture Trustee, the Trustee and Note Insurer, the CustodiansCredit Risk Manager, the Owner Trustee, the Securities Administrator or the Master Servicer shall as applicable, shall immediately promptly as practicable 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 entitling the Depositor, the ServicersIssuer, the Trustee Credit Risk Manager, the Indenture Trustee, the Note Insurer, the Owner Trustee, the Securities Administrator or the Custodians Master Servicer to indemnification under this Section 9.125.13, 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. . (b) The Depositor, the Servicer, the Credit Risk Manager, the Master Servicer agrees to indemnify and hold harmless Servicer, the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, Securities Administrator and any other costsdirector, liabilityofficer, fees and expenses (including reasonable attorneys' fees) that employee or agent of the Trustee may sustain as a result of such liability or obligations of Depositor, the Servicer, the Credit Risk Manager, the Master Servicer and in connection with the Trustee's assumption (not including Securities Administrator shall be indemnified by 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 Fund and hold it held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related incurred in connection with any audit, controversy or judicial proceeding relating to (i) a material breach of the Master Servicer's representations and warranties in governmental taxing authority or any legal action relating to this Agreement or (ii) the Master Servicer's Notes or any other unanticipated or extraordinary expense, other than any loss, liability or expense incurred by reason of willful malfeasancemisfeasance, bad faith or negligence (or gross negligence in the case of the Depositor) in the performance of such Person’s duties hereunder or by reason of its reckless disregard of its such Person’s obligations and duties and obligations hereunder. None of the Depositor, the Servicer, the Credit Risk Manager, the Master Servicer or the Securities Administrator shall be under any such agreementobligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that each of the Depositor, the Servicer, the Master Servicer and the Securities Administrator may in its sole discretion undertake any such lossthat it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Indenture Trustee and the Noteholders hereunder. In such event, the legal expenses and costs of such action and any liability or expense constitutes an "unanticipated expense incurred by resulting therefrom shall be expenses, costs and liabilities of the REMIC" within Trust Fund, and the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Depositor, the Servicer, the Master Servicer and the Securities Administrator shall be entitled to reimbursement for any such indemnified amount from funds on deposit in be reimbursed therefor out of the Distribution Payment Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, Administrator and the Servicers, the Trustee and CustodiansTrustee, 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, the Servicers, Administrator or 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, and 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, any Servicer or 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, 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 deposit in the Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, Securities Administrxxxx xxx the Securities Administrator, the Servicers, the Trustee and CustodiansTrustee, 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, the Servicers, Administrator or 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 ServicersServicer, and 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, Servicer or 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, 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 deposit in the Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, Administrator and the Servicers, the Trustee and CustodiansTrustee, 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, the Servicers, Administrator or the Trustee or the Custodians may sustain as a result of the Master Servicer's willful malfeasancemisfeasance, 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 Acknowledgements and the related Purchase and Servicing Agreements. The Depositor, the Securities Administrator, the Servicers, Administrator and 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 Master Serviced Mortgage Loans which would entitle entitling the Depositor, the Servicers, Securities Administrator or the Trustee or the Custodians to indemnification under this Section 9.129.09(a), 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 . (b) WMMSC shall indemnify the Trustee and the Securities Administrator and hold each of them harmless the Trustee from and against for any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costsloss, liability, fees and expenses damage, claim or expense (including reasonable attorneys' feesother than any special, 109 indirect, punitive or consequential loss, liability, damage, claim or expense) 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 and the Securities Administrator arising from any failure of WMMSC to provide, or increased as a result of negligent to cause to be provided, the loan level information or wrongful acts data regarding the WMMSC Mortgage Loans reasonably requested by the Trustee 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, judgmentsSecurities Administrator, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related required to be provided by WMMSC pursuant to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) on a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution Accounttimely basis.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall promptly notify the Trustee and the Paying Agent if a claim is made by a third party with respect hereto or the Specially Serviced Mortgage Loans entitling the Special Servicer to indemnification hereunder, whereupon the Trustee shall assume the 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. Any failure to so notify the Trustee or the Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Trust is materially prejudiced thereby. 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 Special Servicer shall be reimbursed by the party responsible, or if not recovered by the Special Servicer from such Person, then by the Trust, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Trustee Fiscal Agent, the Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, Paying Agent or the Servicers, the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) 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 Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer agrees may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The Special Servicer shall indemnify and hold harmless the Trust, the Trustee and the Fiscal Agent, and each of their respective directors, each of its officers, employees, agents and any Controlling Person of the Fiscal Agent or the Trustee from and against any and all claimsloss, lossesclaim, penaltiesdamage or liability, finesjoint or several, forfeituresor any action in respect thereof, legal fees and related coststo which the Trust, judgmentsthe Trustee or Fiscal Agent, or any such director, officer, employees, agents or such Controlling Person may become subject, under the 1933 Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement of a material fact contained in the Preliminary Prospectus Supplement, the Final Prospectus Supplement or in the Private Placement Memorandum, or arises out of, or is based upon the omission to state therein a material fact necessary to make the statements therein not misleading, and shall reimburse the Trust, Trustee or Fiscal Agent or any such director, officer, employee, agent or Controlling Person for any legal and other costsexpenses reasonably incurred by the Trust, liabilitythe Trustee, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of Fiscal Agent or any such director, officer, employee, agent or Controlling Person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or obligations of the Master Servicer and action, but in connection with the Trustee's assumption (not including the Trustee's performance, except each case only to the extent that costs the untrue statement or liability omission was made in reliance upon and in conformity with written information concerning the Special Servicer furnished to the Depositor by or on behalf of the Special Servicer specifically for inclusion therein. The Trustee are created or increased the Fiscal Agent, as applicable, shall immediately notify the Special Servicer if a result claim is made by a third party with respect to this Section 9.24(c) entitling the Trust or the Trustee or the Fiscal Agent, as the case may be, or any of negligent its directors, officers, employees, agents or wrongful acts Controlling Persons, as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Fiscal Agent or omissions the Trustee, as the case may be) 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. Any failure to so notify the Special Servicer shall not affect any rights the Trust, the Fiscal Agent and the Trustee may have to indemnification under this Section 9.24(c), unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Special Servicer, the Fiscal Agent and the Trustee. (d) The initial Special Servicer prior to its replacement as Master Servicer) and the Depositor expressly agree that the only information furnished by or on behalf of the Master Servicer's obligations, duties or responsibilities Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraphs under such agreement. the caption "SERVICING OF THE MORTGAGE LOANS - 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach Special Servicer--Special Servicer" of the Master Servicer's representations Preliminary Prospectus Supplement and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, 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 deposit in the Distribution AccountFinal Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and to hold each of the Depositor, the Securities AdministratorTrustee, the ServicersSeller, the Trustee Certificate Insurer, the Back-up Servicer and Custodians, and hold them each Certificateholder 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 AdministratorTrustee, the ServicersSeller, the Trustee or Certificate Insurer, the Custodians Back-up Servicer and any Certificateholder may sustain as a result in any way related to the failure of the Master Servicer's willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator, the Servicers, the Trustee Each indemnified party and the Custodians, as applicable, Servicer shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Agreement or Agreement, and 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 reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Depositor, the Servicer, the Trustee, the Seller, the Back-up Servicer, the Certificate Insurer and/or Certificateholder in respect of such claim. The Master Trustee shall reimburse the Servicer agrees in accordance with Section 5.08 hereof for all amounts advanced by it pursuant 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 preceding sentence except when the Trustee may sustain as a result of such liability or obligations claim relates directly to the failure of the Master Servicer to service and administer the Mortgages in connection compliance with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability terms 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, that the Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such lossreimbursement. (b) The Trustee may, liability if necessary, reimburse the Servicer from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to Section 4.04(a)(ii) of the Purchase Agreement, except when the claim relates directly to the failure of the Servicer, if it is, or expense constitutes is an "unanticipated expense incurred Affiliate of, the Seller, to perform its obligations to service and administer the Mortgages in compliance with the terms of the Purchase Agreement, or the failure of the Seller to perform its duties in compliance with the terms of this Agreement. (c) The Trustee shall reimburse the Seller from amounts otherwise distributable on the Class R Certificates for all amounts advanced by the REMIC" within Seller pursuant to the meaning second sentence of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled 4.04(a)(ii) of the Purchase Agreement except when the relevant claim relates directly to reimbursement for any such indemnified amount from funds on deposit the failure of the Seller to perform its duties in compliance with the Distribution Accountterms of the Purchase Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, Adminisxxxxxx xnd the Servicers, the Trustee and CustodiansTrustee, 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, the Servicers, Administrator or 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 ServicersServicer, and 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, Servicer or 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, 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 deposit in the Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, Administrator and the Servicers, the Trustee and CustodiansTrustee, and hold them harmless against 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, the Servicers, Administrator or the Trustee or the Custodians may sustain as a result of the Master Servicer's ’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 Each of the Depositor, the Securities Administrator, the Servicers, Administrator and the Trustee and the Custodiansshall, as applicableimmediately upon notice to it, 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 Servicers, the Trustee Securities Administrator or the Custodians Trustee, as the case may be, to indemnification under this Section 9.128.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel feesfees 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 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Sale and Servicing AgreementsAgreement, the Sale AgreementsAssignment Agreement, the Step 2 Assignment Agreements Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense (a) is related to (i) a material breach of the Master Servicer's ’s representations and warranties in this the Trust Agreement or (ii) the Master Servicer's ’s willful malfeasance, 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 agreement or expense constitutes (b) does not constitute an "“unanticipated expense incurred by the REMIC" expense” within the meaning of Treasury Regulations Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement reimburse itself for any such indemnified amount from funds on deposit in the Distribution Master Servicer Account.

Indemnification; Third Party Claims. (a) The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the Depositor, Special Servicer shall be indemnified by the Securities Administrator, the Servicers, the Trustee and CustodiansTrust, and hold them held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilityliabilities, fees and expenses that incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Depositor, Special Servicer in accordance with the Securities Administrator, instruction delivered in writing to the Servicers, Special Servicer by the Trustee or the Custodians may sustain as a result Master Servicer pursuant to any provision of this Agreement in each case and the Master ServicerSpecial Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorney's 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, other than any loss, liability or expense incurred by reason of willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder. The Depositor, the Securities Administrator, the Servicers, Special Servicer shall promptly notify the Trustee and the Custodians, as applicable, shall immediately notify the Master Servicer Paying Agent if a claim is made by a third party with respect to this Agreement hereto or the Specially Serviced Mortgage Loans which would entitle entitling the Depositor, the Servicers, the Trustee or the Custodians Special Servicer to indemnification under this Section 9.12hereunder, whereupon the Master Servicer Trustee shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and pay 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. Any failure to so notify the Trustee or the Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Trust is materially prejudiced thereby. The Master 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 Special Servicer shall be reimbursed by the party responsible, or if not recovered by the Special Servicer from such Person, then by the Trust, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable. (b) The Special 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, judgmentsTrust, and any other coststhe Trustee, liabilitythe Fiscal Agent, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of Paying Agent, the Depositor, the Master Servicer and in connection with any director, officer, employee or agent or Controlling Person of the Trustee's assumption (not including , the Trustee's performanceFiscal Agent, except to the extent that costs or liability of Paying Agent, 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 Depositor and the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Master Servicer may incur sustain arising from or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) as a material breach result of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless negligent disregard of its obligations and duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an "unanticipated expense incurred hereunder by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)Special Servicer. The Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Master Servicer shall be entitled immediately notify the Special Servicer if a claim is made by a third party with respect to reimbursement for this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Master Servicer, as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such indemnified amount from funds claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Master Servicer, as the case may be) and pay all expenses in connection therewith, 171 181 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. Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on deposit behalf of the Special Servicer for inclusion in the Distribution AccountProspectus Supplement is the information set forth in the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS -- The Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the DepositorPurchaser and its present directors, the Securities Administrator, the Servicers, the Trustee and Custodiansofficers, and employees and any Successor Servicer and hold them it harmless against any and all claimslosses, lossesdamages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityfees and expenses that the Purchaser may sustain directly related to the failure of the Servicer to observe and perform its duties, obligations, covenants, and agreements to service the Mortgage Loans in compliance with the terms of this Agreement which failure materially and adversely affects the interests of the Purchaser. The Seller agrees to indemnify the Purchaser and hold it harmless against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Depositor, the Securities Administrator, the Servicers, the Trustee or the Custodians Purchaser may sustain directly related to the failure of the Seller to observe and perform its duties, obligations, and covenants in compliance with the terms of this Agreement or as a result of the Master Servicer's willful malfeasance, bad faith breach of a representation or negligence warranty set forth in Sections 3.01 or 3.02 of this Agreement which failure materially and adversely affects the performance interests of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreementthe Purchaser. The Depositor, Purchaser agrees to indemnify the Securities Administrator, the Servicers, the Trustee and the CustodiansSeller, as applicableSeller and Servicer, and hold it harmless against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller may sustain directly related to the failure of the Purchaser to observe and perform its duties, obligations, and covenants in strict compliance with the terms of this Agreement which failure materially and adversely affects the interests of the Purchaser. An indemnifying party hereunder shall immediately notify the Master Servicer other party if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (with the Mortgage Loans which would entitle consent of the Depositor, the Servicers, the Trustee or the Custodians to indemnification under this Section 9.12, whereupon the Master Servicer shall assume other party) 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 the other party in respect of such claim. The Master Servicer agrees to indemnify and hold harmless An indemnifying party hereunder shall follow any written instructions received from 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 party in connection with the Trustee's assumption (not including the Trustee's performance, except such claim. The indemnified party shall promptly reimburse an indemnifying party hereunder for all amounts advanced by it pursuant to the extent that costs or liability of two preceding sentences except when 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except claim relates to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's representations and warranties in this Agreement or (ii) the Master Servicer's willful malfeasancegross negligence, bad faith or negligence or by reason willful misconduct 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)indemnified party. The Master Servicer provisions of this Section 7.01 shall be entitled to reimbursement for any such indemnified amount from funds on deposit in survive termination of this Agreement and transfer of the Distribution Accountservicing rights.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Servicer, Securities Administrator, Administrator and the Servicers, the Trustee and CustodiansTrustee, 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 AdministratorServicer, the Servicers, Securities Administrator or the Trustee or the Custodians may sustain as a result of the Master Servicer's ’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, Servicer and 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, Servicer or the Trustee or the Custodians to indemnification under this Section 9.1210.12, 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement, the Servicing Agreements, the Sale Agreementsany Assignment Agreement, the Step 2 Assignment Agreements any custodial agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer's ’s representations and warranties in this Agreement or (ii) the Master Servicer's ’s willful malfeasance, 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 reimburse itself for any such indemnified amount from funds on deposit in the Distribution Master Servicer Account.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (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 incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, 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, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the 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 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 Federal Center Plaza Pari Passu Loan (or another Mortgage Loan included in the Trust) or the Federal Center Plaza Companion Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such Federal Center Plaza Pari Passu Loan, other Mortgage Loan or Federal Center 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 or any REMIC formed hereunder 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, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related A Note. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities AdministratorMaster Servicer, the ServicersPaying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Trustee Fiscal Agent, the Depositor and Custodiansthe Master Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer may sustain arising from or as a result of the Master Servicer's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator, Paying Agent or the Servicers, the Trustee and the Custodians, as applicable, Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Servicers, the Trustee Paying Agent or the Custodians Master Servicer, as the case may be, to indemnification under this Section 9.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) 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. Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer agrees to indemnify and hold Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) The 2003-TOP9 Special Servicer and any director, officer, employee or agent of the 2003-TOP9 Special Servicer shall be indemnified by the Trust and held harmless against the Trustee from and against Trust's pro rata share of 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, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to the 2003-TOP9 Pooling and Servicing Agreement and this Agreement, and relating to the Servicing Agreements1290 Pari Passu Loan and the Perryville I Corporate Park Office Pari Passu Loan (but excluding any such losses allocable to the 2003-TOP9 Mortgage Loans), reasonably requiring the Sale Agreements, the Step 2 Assignment Agreements use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master Servicer's representations and warranties in this Agreement or (ii) the Master 2003-TOP9 Special Servicer's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the 2003-TOP9 Pooling 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 deposit in the Distribution AccountServicing Agreement.